Normally, you wouldn't change your articles of association except as part of a wider strategic business activity, such as bringing on new investors, or selling or buying or restructuring a business. So you'd typically expect any changes to be handled at the same time.
It's definitely worth a cross check conversation with a lawyer if you're planning to make changes; sometimes what may look like a relatively straightforward change in one place, will have an unintended knock-on consequence elsewhere in your articles.
What do you need to change your company's articles of association?
Proposing the change to the articles of association, if you intend to propose this at a board meeting.
This is the official record of what the directors have decided and what is proposed, noting (once this is known and presumably gained) that the requisite number of shareholder votes have been received.
3. A special resolution document
You'll need shareholder approval to change your articles and this will require a special resolution.
You can circulate a written special resolution document, rather than call a general meeting of the shareholders.
The special resolution will need to set out your intentions. It should be accompanied by mandatory guidance notes to your shareholders, telling them what to do and how to approve or reject the proposed change.
You may wish to attach a copy of the amended articles, highlighting where the proposed changes will be if approved. Our experts recommend that you do so.
You can use our template standard written special resolution for these purposes.
4. A 'print' of that special (written) resolution
This is essentially the confirmation that the resolution was approved.
There is a template for this on Farillio as well. We call it an agreed written special resolution.
5. A copy of the amended articles of association
6. A cover letter to Companies House
This cover letter will accompany the amended articles and copy of the shareholder resolution and any other relevant forms or materials relating to the purpose for which the articles were amended.
How to change your company's articles of association
Step 1: Diarise and convene a board meeting, or raise the intended course of action by written notice to the other directors.
Step 2: Prepare a board resolution to address the proposed amendment of the articles of association to shareholders.
(If you plan to have the discussion at a board meeting, you can essentially start the meeting, deal with any other items for discussion, then raise the proposed amendment and next suspend the board meeting and draft and then pause the resolution, until after you have the shareholder approval. Then you can continue with the same documentation to record the conclusion.)
Step 3 Produce the special written resolution and send it, with the guidance notes and the 'print' to all of your voting-eligible shareholders.
Step 4: Shareholders have 28 calendar days in which to consider and approve the proposed resolution.
If they approve it, they must do so by signing and returning to you, the print of the resolution.
If they do not respond (in time or at all), the resolution cannot be passed and the directors will not be authorised to make the change.
75% or more of eligible voting shareholders must approve the resolution for it to be passed.
Step 5: Record the shareholder decision (whether supportive or not) in board minutes. Keep the board minutes somewhere safe.
Step 6: The amended articles must be filed, together with a copy of the approved resolution and the accompanying cover letter with Companies House within 15 calendar days of being passed by the shareholders.
This means that if the majority of shareholders come back within, for example, 2 days, and approve the resolution, the resolution is treated as approved there and then and the amendments take effect. The documents must therefore be filed within 15 days of that date.
Alternatively, the resolution could be worded to specify a date where it is intended that the changes should take effect, and in that case, the filing of the documents must be made within 15 days of that date.
While the filing and its time frame is mandatory, the authority to operate according to the approved amended articles is immediately effective.
The directors do not have to wait for any action on the part of Companies House or for the expiry of any other time frame before they can operate according to their new rules.
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