Form CC05 UK: Change Company Constitution by Enactment

At a glance

• Legal basis: Companies Act 2006, section 34 — notice to the registrar where a company's constitution is altered by an enactment (an Act of Parliament or secondary legislation), not by a members' resolution or a court order.
• Deadline: notice must reach Companies House no later than 15 days after the enactment comes into force (section 34(2)).
• Filing fee: none — CC05 is free to file, whether by post or online.
• How to file: post to the relevant Companies House address for your jurisdiction, or upload the completed form online through the Companies House "Upload a document" service.
• Copy of the enactment: only required where the change comes from a "special enactment" as defined in section 34(4) — most companies are dealing with a general or public enactment, which does not need to be attached.
• Amended articles or resolutions: if the enactment changes your articles, or a Chapter 3 resolution or agreement, you must attach a copy of that document as amended (section 34(3)).
• Non-compliance: failing to give notice within the deadline is a criminal offence for the company and every officer in default (section 34(5) and (6)).

What this document is

Form CC05 is the Companies House notice used under section 34 of the Companies Act 2006 to tell the registrar that a company's constitution has changed because of an enactment — an Act of Parliament or a piece of secondary legislation — rather than because of a decision taken by the company itself. It is not the form to use when shareholders pass a special resolution to amend the articles, which is reported under section 30 alongside a copy of the resolution, and it is not for changes ordered by a court or other authority, which are reported on form CC06 under section 35.

A company's constitution, as defined in section 17 of the Companies Act 2006, includes its articles of association together with any resolutions or agreements that Chapter 3 of the Act treats as affecting the constitution. If legislation alters how those governing rules operate, that change must be recorded on the public register so third parties — lenders, investors, contracting counterparties, and the public — can see the current legal position.

What you file alongside the form depends on the type of enactment. A copy of the enactment itself is only required where it is a "special enactment" within the narrow meaning in section 34(4); for any other enactment, naming it in the notice is enough. Either way, if the enactment amends the company's articles or a relevant resolution or agreement, a copy of that document as amended must go with the notice, so Companies House can update the record accurately (section 34(3)).

How to use this document

1. Confirm the change is genuinely "by enactment." Before picking CC05, check the legal source of the change. If it comes from an Act of Parliament or secondary legislation, section 34 of the Companies Act 2006 applies and CC05 is the right form. If it comes from a members' resolution or agreement, the section 30 route applies instead; if it comes from a court or other authority's order, use form CC06 under section 35. Filing the wrong notice causes delay while the correct one still has to be filed.
2. Work out whether it's a general enactment or a "special enactment." Section 34(4) defines a special enactment narrowly — broadly, legislation that is not a public general Act, such as an Act confirming a provisional order, or a provision of a public general Act that went through Parliament under the Private Business standing orders. Most companies are dealing with an ordinary public Act or statutory instrument, which is a general enactment for these purposes.
3. Prepare the supporting document, if one is needed. If the change comes from a special enactment, prepare a copy of the enactment to file with the notice. If the enactment amends the company's articles or a Chapter 3 resolution or agreement, prepare a copy of the articles or resolution as amended, whether or not the enactment itself is special. If neither applies, no supporting document is required — you simply name the enactment on the form.
4. Complete the CC05 form. Give the company name and number exactly as they appear on the public register — mismatches are one of the most common reasons Companies House returns a filing. Tick the "general enactment" or "special enactment" box, name the enactment, and have the form signed by a director, secretary, or another person the form permits, such as a liquidator, administrator, receiver, or, for a community interest company, a CIC manager.
5. Submit to Companies House. File CC05 either by post, to the address for your company's jurisdiction (Companies House, Crown Way, Cardiff for England and Wales; Edinburgh Quay 2 for Scotland; The Linenhall, Belfast for Northern Ireland), or online through the Companies House "Upload a document" service, which is generally quicker to process than post. There is no filing fee either way. Keep proof of postage or your upload confirmation, and a copy of everything submitted.
6. File within 15 days — and update any articles you issue afterwards. The notice must reach Companies House no later than 15 days after the enactment comes into force; missing this deadline is a criminal offence for the company and every officer in default (section 34(5) and (6)). Separately, once you've notified Companies House, section 36 requires that any copy of the articles you issue afterwards is accompanied by a statement that the enactment alters the constitution, unless you've already updated the articles themselves to reflect the change, or the enactment is no longer in force.
7. Check the register is updated. Once Companies House has processed the filing, review the company's public record to confirm the change has been recorded correctly. If anything looks wrong, contact Companies House promptly so it can be corrected before the inaccurate position causes difficulties for someone relying on the register.

This page explains how the CC05 notice works in general terms for companies in England and Wales, Scotland and Northern Ireland. It is not legal advice and does not cover every combination of circumstances — if you are unsure whether an enactment triggers this filing, or how it interacts with other constitutional documents, check the current guidance on GOV.UK or take advice on your specific situation.