Summary
- A company may amend its articles by passing a special resolution, which requires at least 75% of eligible shareholder votes in favour.
- Amendments that interfere with shareholders’ right to pass future special resolutions, or that alter the threshold for removing directors, have no legal effect.
- Once a special resolution passes, the company must file a copy of the resolution and the amended articles with Companies House within 15 days.
- This guide explains how to change articles of association for business owners and company directors in the United Kingdom.
- LegalVision’s business lawyers specialise in advising clients on corporate governance and company constitution amendments.
Tips for Businesses
Before proposing any amendments, obtain the current articles from Companies House and identify exactly which provisions need to change. Draft the wording precisely, ensure the special resolution reaches the 75% threshold, and file a copy of the resolution with the amended articles at Companies House within 15 days.
Under the Companies Act 2006, a company’s articles of association are its primary constitutional document. They set out the rules that govern how the company is managed and define who has authority to act on its behalf. The Act gives shareholders the power to amend those rules, but only through a special resolution requiring at least 75% of eligible votes. The Companies (Model Articles) Regulations 2008 provide default articles for companies incorporated after 1 October 2009. Many companies adopt bespoke articles to suit their governance needs. Once shareholders pass a special resolution to amend the articles, the company must file the updated documents with Companies House within 15 days. This article will discuss the general procedure for changing your company’s articles of association and specific relevant considerations.
What are Articles of Association?
All companies must have articles of association. Articles of association come in three main forms, including:
- unamended model articles of association;
- amended model articles of association; and
- bespoke articles of association, also called tailored articles.
Unamended Model Articles of Association
The model articles of association are generic articles of association that apply in default of a company choosing to adopt bespoke articles or otherwise amend the model articles. They are designed to suit most companies, especially small ones.
Amended Model Articles of Association
Alternatively, companies may wish to amend certain of the model articles to suit their purposes. For instance, many companies disapprove of Model Article 14, which limits the directors’ ability to vote on matters in which they may have a conflict of interest. Where a company broadly has the model articles but has made minor amendments or variations, these are amended articles of association.
Bespoke Articles of Association
Finally, larger companies and companies incorporated with the help of a law firm may adopt bespoke articles suited to their own particular needs and objectives.
Some common reasons for adopting bespoke articles include:
- Updating governance structures: As a company grows or its management structure evolves, it may need to update its articles to reflect new decision-making processes or board structures.
- Accommodating new investors: When bringing in new investors, especially in private companies, it may be necessary to amend the articles to include specific rights or protections for these investors.
- Preparing for an IPO: If a private company is planning to go public, it will need to amend its articles to comply with the requirements for public companies and stock exchange regulations.
When Should I Change My Company’s Articles?
Suppose you find a term in the articles that prohibits your company or its directors from undertaking specific actions as the company otherwise wishes. In that case, you may amend the articles. Again, Model Article 14 is an excellent example of this. In its unamended state, any director with any interest in a particular matter put to the board is not eligible to vote unless they obtain the consent of the shareholders through an ordinary resolution.
In practice, this is a cumbersome restraint on the directors, especially for small companies where directors and shareholders are the same. Therefore, all the directors/shareholders (being the same) may choose to amend the articles to disapply Model Article 14.
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What Limits are There on Changing My Company’s Articles?
A company is generally free to amend its articles as it sees fit. Therefore, in principle, nothing stops a company from amending its articles to require the directors to sing a song or perform a dance before every board meeting.
However, there are certain matters that company law prevents a company’s articles from interfering with. In brief, a company cannot amend its articles in any way that interferes with the:
- power of shareholders to change articles by special resolution;
- notice period for a general meeting of the shareholders or the quorum;
- power of shareholders to pass written resolutions; or
- requisite threshold for removing directors.
In particular, the power of the shareholders to change articles by special resolution is essential to consider. Company law is clear that a special resolution of the shareholders must pass all amendments to the articles. Special resolutions require eligible shareholders to cast at least 75% of their votes in favour.
What is the Process for Changing My Company’s Articles?
In short, shareholders must pass a special resolution to change the company’s articles. Generally, shareholders and directors can propose resolutions to amend the company’s articles. As it is more common for directors to propose resolutions, below is a generic procedure plan for amending a company’s articles.
Generic Procedure Plan to Amend a Company’s Articles
Firstly, the directors must convene a board meeting and provide appropriate notice. The director must obtain a quorum to approve the proposal and submit a resolution to the shareholders to amend the company’s articles.
At the meeting, the board must agree to the resolution’s wording and present it to the shareholders. In most cases, this requires a simple majority of the board. However, your company’s articles may specify something different.
Thirdly, the board must vote to convene the shareholders’ meeting by giving reasonable notice. Alternatively, they can propose the amendment via a written resolution. This does not require a general meeting.
However, the shareholders must pass the resolution by a special resolution, which requires at least 75% of the eligible votes in favour of the resolution. As directors, you must comply with the proper procedures for giving notice of the meeting or circulating the written resolution.
Finally, the directors should convene a second board meeting if the shareholders pass the resolution by at least 75% of votes. At the meeting, they should propose further resolutions to amend the articles. Likewise, they should undertake to send the relevant documents to Companies House to comply with their reporting obligations. These documents include copies of the special resolutions.
This template helps you document important and major decisions or actions reached in board meetings.
Filing Amended Articles With Companies House
Once shareholders pass a special resolution to amend the articles, the company must file the relevant documents with Companies House within 15 days. This is a legal obligation under the Companies Act 2006. Failing to file within this deadline is a criminal offence and can result in a fine for the company and its officers.
The documents to be filed include a copy of the special resolution and a copy of the full, consolidated articles as amended. Companies House requires the complete amended text, not just a list of the changes made.
For written resolutions, the 15-day period begins on the date the last required shareholder signs. For resolutions passed at a general meeting, it begins on the date the meeting was held.
Directors are responsible for ensuring filings are made accurately and on time. If the company has grown or its governance structure has changed, this is also a useful point to check whether the articles currently filed at Companies House reflect how the business now operates.
Key Takeaways
The articles of association, or simply articles, govern how the company is managed. The articles also specify which company matters are for the shareholders to vote on. Given the fundamental importance of the articles, companies may, from time to time, wish to change their articles. All articles require the approval of at least 75% of the eligible shareholders.
Furthermore, all companies should comply with the formal requirements when proposing and passing any resolution to amend the company articles. Additionally, it is crucial to ensure that any amendments do not interfere with fundamental company law matters, as such changes would be legally ineffective.
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Frequently Asked Questions
What are a company’s articles of association?
You can think of a company’s articles of association as a rule book that sets out who has the authority to do certain things, like entering into transactions. Articles of association are the most important constitutional document for each company.
Where can I find a company’s articles of association?
You can search for any company registered in the UK on Companies House’s website, and the company’s articles will be available to download.
How long does it take to change a company’s articles of association?
The process of changing a company’s articles of association can vary in duration. Typically, it takes between 2-4 weeks from the initial board meeting to file the amended articles with Companies House. However, this timeline can be shorter for simple changes in small companies or longer for complex amendments in larger organisations.
Can a company operate without articles of association?
No, a company cannot operate without articles of association. Under the Companies Act 2006, every company must have articles of association. If a company is incorporated without filing bespoke articles, the relevant model articles will automatically apply by default.
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