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CC02 Form UK: Remove Entrenchment on Articles

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Part ofCompanies House Forms UK

Written by Brad Askew Solicitor (non-practising)
Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice.
Updated June 2026 · England & Wales
When a company's articles of association include provisions that limit or block future amendments, known as entrenchment, Companies House needs to be kept informed whenever that position changes. Form CC02 is the notice used to tell the registrar that a previous restriction on amending the articles has now been removed. This might happen because the members have voted to strip out the entrenched provision, or because a court or other authority has ordered the restriction to be lifted. Filing the form promptly keeps the public register accurate and makes sure anyone dealing with the company understands what can and cannot be changed in its constitution. This page explains when CC02 is needed, who should sign it off, what information goes on the form, and the key points directors and company secretaries should be aware of before submitting it.

What this document is

Form CC02 is the Companies House notice used by a company to confirm that a previous restriction on amending its articles of association has been removed. Under the Companies Act 2006, a company can include entrenched provisions in its articles. These are clauses that can only be changed if conditions more demanding than an ordinary special resolution are satisfied, for instance requiring unanimous member consent or meeting specific procedural hurdles.

When entrenchment exists, the registrar must be told about it using form CC01. When that entrenchment is later taken out, whether by the members themselves amending the articles or by a court or other authority ordering its removal, the company has a matching duty to notify the registrar using form CC02.

The form itself is short and asks for the company name, the company number, and the date the change took effect. It must be signed on behalf of the company by a director, secretary, or other authorised person before being sent to Companies House.

How to use this document

  1. Confirm the restriction has actually been removed. Before filing anything, check the amended articles or the court order carefully to be sure the entrenched provision has genuinely been taken out. If only part of a restriction has changed, the wording and substance matter, so read the resolution or order against the existing articles line by line.
  2. Gather the company details you will need. You will need the full registered company name exactly as it appears on the register, the company number, and the date on which the restriction was removed. If the change came about through a court order, have a copy of the order to hand so the effective date is accurate.
  3. Complete form CC02. Download the current version of form CC02 from the Companies House website. Fill in the company details, tick the relevant box to indicate whether the removal was by amendment of the articles or by court or authority order, and have it signed by a director, secretary, or other person authorised to sign on behalf of the company.
  4. File the form with Companies House. Send the completed form to the Companies House address shown on the form. At the time of writing, CC02 is filed on paper rather than electronically, so factor in postal time. Keep a copy for the company's own records along with the resolution or court order that triggered the filing.
  5. Update the company's internal records. Once filed, make sure the version of the articles held by the company reflects the change, minute the resolution or court order in the company's records, and inform members, directors and any other stakeholders who need to know that the restriction no longer applies.

Common questions

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Common questions

Q What is entrenchment in a company's articles?
Entrenchment means a provision in the articles of association that is harder to change than a normal article. Under section 22 of the Companies Act 2006, an entrenched provision can only be amended or removed if specific conditions are met, such as a higher voting threshold or unanimous member agreement. It is a way of protecting sensitive clauses, for example around share rights or decision-making, from being altered by a simple majority.
Q When do I need to file form CC02 rather than CC01?
Form CC01 is used when a restriction on amending the articles is first created or introduced, for example when entrenched provisions are added. Form CC02 is the opposite: it is used when an existing restriction is removed, either because the members have amended the articles to take it out, or because a court or other authority has ordered the restriction to be lifted.
Q Who can sign form CC02?
The form must be signed by a person authorised to sign on behalf of the company. In practice this is usually a director or the company secretary, but it can also be a person acting as authorised signatory such as a judicial factor or administrator where relevant. Whoever signs should have authority to do so under the company's internal rules.
Q Is there a fee to file form CC02?
Filing fees and processes can change, so the most reliable approach is to check the current position on gov.uk before sending the form. Many constitutional filings with Companies House can be submitted without a fee, but you should confirm the current requirements rather than relying on older information.
Q What happens if the company does not file CC02?
The Companies Act 2006 places a duty on the company to notify the registrar when a restriction on amending the articles is removed. Failing to file can mean the public register is inaccurate and may expose the company and its officers to enforcement action. It can also cause confusion for members, lenders, or anyone relying on the registered articles when dealing with the company.
Q Do I need to send the amended articles with form CC02?
If the change was brought about by an amendment to the articles, a copy of the amended articles and the resolution authorising the change generally need to be filed with Companies House. If the change arose from a court order or order of another authority, a copy of that order is usually filed. Check the current Companies House guidance for the exact documents required alongside CC02.
Q How long do I have to file form CC02 after the change?
The Companies Act requires notice to be given to the registrar, and amendments to the articles typically need to be filed within a short window after the resolution is passed. It is sensible to treat this as a prompt filing obligation and submit the form as soon as the removal takes effect to avoid any risk of late filing or mismatch between the public record and the company's actual constitution.
If you're dealing with this kind of situation, speak to an experienced legal adviser who can walk you through it — from £89.

Sources

This guide is based on primary UK law and official guidance.

Brad Askew, Solicitor (non-practising)

Written & reviewed by

Brad Askew Solicitor (non-practising)

Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice. LegalDocuments.co.uk is not a law firm and does not provide regulated legal advice.

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Legal disclaimer
This article is for general information only. It is a tool to help you find your way — not legal advice, and not a substitute for speaking to a qualified adviser about your situation.