How to Change Your Articles of Association

To change a UK company's articles of association you pass a special resolution — 75% of the votes, not a simple majority — and then send Companies House two things: a copy of the resolution, and a complete copy of the amended articles. Both are due within 15 days, but they run from different trigger events, which is the detail that most often produces a late filing.

There is no Companies House form for the amendment itself — you send the documents. That surprises people used to AP01s and SH01s, and it's one reason the second half of the job gets forgotten. (Forms do exist around the edges of a constitutional change: CC01 to CC03 cover restrictions on amending the articles, and CC04 covers a change of objects.)

The Resolution You Need

Section 21(1) is short: "A company may amend its articles by special resolution."

A special resolution means "a resolution passed by a majority of not less than 75%" (section 283(1)). For a private company passing it in writing rather than at a meeting, section 283(2) applies the same threshold to written resolutions: passed if supported by members representing not less than 75% of the total voting rights of eligible members.

Two procedural traps sit in the rest of section 283, and both are fatal to the resolution rather than merely untidy:

• Written resolution. Section 283(3)(a): the resolution "is not a special resolution unless it stated that it was proposed as a special resolution".
• At a meeting. Section 283(6)(a): it is not a special resolution "unless the notice of the meeting included the text of the resolution and specified the intention to propose the resolution as a special resolution."

So the words "special resolution" have to appear on the paperwork before the vote, and the full text of the amendment has to be circulated with it. You cannot pass a general "we agree to update the articles" resolution and write the wording afterwards.

If you hold 100% of the shares this is still worth doing properly — the record is what a buyer, lender or accountant will inspect later. Our board resolution template guide has written-resolution wording you can adapt.

The Two 15-Day Deadlines

This is where the filing goes wrong. There are two separate duties, in two different parts of the Act, and they do not start on the same day.

1. The resolution itself. Section 30(1) requires that a copy of every resolution to which Chapter 3 applies "must be forwarded to the registrar within 15 days after it is passed or made." Section 29(1)(a) puts "any special resolution" squarely inside that chapter.

So: 15 days from the date the resolution is passed.

2. The amended articles. Section 26(1): "Where a company amends its articles it must send to the registrar a copy of the articles as amended not later than 15 days after the amendment takes effect."

So: 15 days from the date the amendment takes effect.

Those are usually the same date, because an amendment normally takes effect when the resolution is passed. But if the resolution is expressed to take effect later — on completion of an investment, at the start of the next financial year — the two clocks separate, and the articles deadline moves while the resolution deadline does not. Diarise them as two entries, not one.

Both carry an offence for the company and every officer in default (sections 26(3) and 30(2)), punishable on summary conviction by a fine.

What You Actually Send

For an ordinary amendment by special resolution there is no numbered form. You file:

• A copy of the special resolution — the signed written resolution, or a copy of the resolution as passed at the meeting.
• A full copy of the articles as amended — the complete document as it now reads, not a marked-up diff and not just the amended clause.

That second point is the one that gets documents rejected. The registrar is being sent the articles "as amended", so what arrives has to be a clean, standalone, readable constitution.

One helpful exception is in section 26(2): the copy "does not require a company to set out in its articles any provisions of model articles that— (a) are applied by the articles, or (b) apply by virtue of section 20 (default application of model articles)."

In plain terms: if you're on the model articles and you're adding a handful of bespoke provisions, you don't have to reproduce the entire model articles text. You file your amendments as articles that sit on top of the model. Most small companies amending their constitution are in exactly this position.

Entrenched Provisions — the Trap Worth Knowing About

Some articles are harder to change than a 75% vote, and you will not discover this from the resolution — you have to read the articles first.

Section 22(1) allows articles to contain "provision ('provision for entrenchment') to the effect that specified provisions of the articles may be amended or repealed only if conditions are met, or procedures are complied with, that are more restrictive than those applicable in the case of a special resolution."

Typical examples: a clause requiring unanimity, or requiring the consent of a named shareholder, before a particular article can be touched.

Two things follow. First, entrenchment itself can only be created narrowly — section 22(2) permits it "(a) in the company's articles on formation, or (b) by an amendment of the company's articles agreed to by all the members of the company." Second, it is never absolute: section 22(3) preserves amendment "by agreement of all the members of the company" or by court order.

And if entrenchment is created or removed, that is a separate notification — and this one does have a form. Section 23(1) requires a company whose articles on formation contain provision for entrenchment, or "are amended so as to include such provision", to give notice of that fact to the registrar; section 23(2) requires the same when such provision is removed. Companies House provides form CC01 to give notice of a restriction and form CC02 to give notice of its removal.

The Limit: You Can't Increase Someone's Liability

A 75% majority does not let the majority impose a new financial obligation on a dissenting shareholder.

Section 25(1): a member "is not bound by an alteration to its articles after the date on which he became a member, if and so far as the alteration— (a) requires him to take or subscribe for more shares than the number held by him at the date on which the alteration is made, or (b) in any way increases his liability as at that date to contribute to the company's share capital or otherwise to pay money to the company."

The escape route is consent: section 25(2) disapplies this "where the member agrees in writing, either before or after the alteration is made, to be bound by the alteration." So an amendment introducing, say, a compulsory further-subscription obligation needs written agreement from each affected member — the vote alone does not reach them.

Common Mistakes

Filing the resolution and forgetting the articles. By far the most common. The resolution is on the public record, the constitution behind it is not, and nobody notices until a due diligence exercise asks for the current articles.

Sending only the amended clause. Section 26(1) asks for the articles as amended — a complete document.

Not saying "special resolution" on the written resolution. Section 283(3)(a) means it simply isn't one, whatever the majority achieved.

Assuming a board minute is enough. Changing the articles is a members' decision, not a directors' one. A board minute recording that the directors resolved to amend the articles does not amend anything.

Overlooking entrenchment. Read the existing articles for any clause imposing a higher threshold before you count votes.

Key Takeaways

• Articles are amended by special resolution — 75%, and the paperwork must say "special resolution" before the vote (s.21, s.283).
• Two 15-day filings: the resolution, from the date it is passed (s.30(1)); the amended articles, from the date the amendment takes effect (s.26(1)).
• Send a complete copy of the articles as amended — but you need not reproduce model articles provisions that apply by default (s.26(2)).
• Entrenched provisions can require more than 75% and can only be created on formation or by unanimous agreement (s.22).
• No amendment can increase a member's liability to contribute without their written consent (s.25).
• There is no numbered form for the amendment itself — which is precisely why the second filing gets missed. Entrenchment notices do have forms (CC01/CC02).

How CompanyMinder Helps

The resolution is generated with the special-resolution wording already in place, and you can add the two 15-day filings as separate custom deadlines — the resolution from the date it was passed, the amended articles from the date the change took effect — so the two different clocks don't collapse into a single "articles" reminder. The amended articles are stored against the company so the current constitution is the one you hand over when somebody asks for it.

A Note on Scope

This is general guidance based on the published Companies Act 2006. Amendments that vary class rights, affect entrenched provisions, form part of an investment round, or are made by a company that is a charity carry additional requirements beyond this article — take advice from a solicitor before filing. It is not legal advice.

Sources

• Companies Act 2006, s.21 — Amendment of articles
• Companies Act 2006, s.22 — Entrenched provisions of the articles
• Companies Act 2006, s.23 — Notice to registrar of existence of restriction on amendment
• Companies Act 2006, s.25 — Effect of alteration on members' liability
• Companies Act 2006, s.26 — Registrar to be sent copy of amended articles
• Companies Act 2006, s.29 — Resolutions and agreements affecting a company's constitution
• Companies Act 2006, s.30 — Copies of resolutions to be forwarded to registrar
• Companies Act 2006, s.283 — Special resolutions
• GOV.UK — Companies House forms for limited companies
• GOV.UK — Give notice of restriction on the company's articles (CC01)
• GOV.UK — Give notice of removal of restriction on company's articles (CC02)