How to Change a Limited Company’s Constitution and/or Articles of Association.

  • 3 min read

A company’s constitution is also know as Articles of Association and Memorandum of Association. The Articles of Association detail the rules for governing a company. In addition, it defines the relationship between the company, its directors, shareholders and other officers.

Articles of Association and a Memorandum of Association are filed with Companies House upon incorporation and whenever a new Articles of Association are adopted or changes to existing Articles of Association have been made. The MachFast.com app automatically files your new company’s Articles of Association and Memorandum of Association with Companies House. The app creates both documents using Companies House’s standard documents. You may also choose to upload your own Articles of Association when creating a company.

WE STRONGLY RECOMMEND SEEKING PROFESSIONAL LEGAL ADVISE WHEN CHANGING YOUR COMPANY’S CONSTITUTION AND/OR ARTICLES OF ASSOCIATION.

Changing your Company’s Articles of Association and/or the company’s constitution is a very serious action that should not be taken lightly. We strongly recommend that you obtain legal advise to make sure that you have done the changes properly.

When can the Articles of Association be changed?

A company can change its Articles of Association once 75% of shareholders’ votes agree to a change by passing a “special resolution”.

What must a resolution contain?

A special resolutions signed by shareholders representing 75% of the votes must contain:

  • The company’s new articles of association

And then one of the following statements, depending on the company circumstances:

As part of the resolution, forms must also be signed and filed with Companies House which relate to the changing of no articles of association:

  • Form CC01 relates to notifying Companies House of new restrictions on the Company’s Articles of Association
  • Form CC02 relates to notifying Companies House of the removal of certain provisions on the Company’s Articles of Association
  • Form CC03 states the restriction to change the Company’s Articles of Association has been observed

A copy of the resolution, copies of the new articles and of the completed forms must then be sent to Companies House. If a special enactment is required to make the change, a copy of the enactment must also be included.

A copy of the resolution, amended articles of association and forms must all be sent within 15 days of the changes being agreed and taking effect.