Form CC01: Notify Companies House of Restricted Articles

At a glance

• What CC01 is: the Companies House form used to notify the registrar that a company's articles contain a restriction on the power to amend — most commonly a provision for entrenchment under section 22 of the Companies Act 2006, but also restrictions imposed by court or other authority.
• The statutory duty: section 23 of the Companies Act 2006 requires the company to give notice whenever an entrenching provision is created (on formation or by later amendment) or when a court restricts the power to amend. The same section requires a further notice when the restriction is removed.
• Who must file: the company itself, acting through a director, secretary, or other authorised person.
• The default rule entrenchment overrides: under section 21, a company may amend its articles by special resolution — a 75 per cent majority of members voting. Entrenchment requires conditions that are more restrictive than that.
• Adding entrenchment after formation: section 22(2)(b) requires unanimous agreement of all members — a simple special resolution is not enough.
• Entrenchment is not absolute: section 22(3) preserves the right of all members to agree changes unanimously, and courts retain the power to alter articles — entrenchment cannot make articles completely unamendable.
• Related form: CC02 is used to notify removal of a restriction. CC01 covers creation; CC02 covers removal.
• How to file: upload the completed PDF through the Companies House Electronic Filing Service (EFS) online. Check GOV.UK for the current filing fee before submitting.
• Model articles: the Companies (Model Articles) Regulations 2008 model articles contain no entrenching provisions — if your company uses them unamended, CC01 does not apply.

What form CC01 is for

Form CC01 is the Companies House notification used to tell the registrar that a company's articles of association now contain a restriction on how those articles can be changed in future.

The most common trigger is a provision for entrenchment — a clause stating that one or more articles cannot be amended or repealed unless conditions stricter than those required for a special resolution are satisfied. Under section 22(1) of the Companies Act 2006, a provision for entrenchment means a provision "to the effect that specified provisions of the articles may be amended or repealed only if conditions are met, or procedures are complied with, that are more restrictive than those applicable in the case of a special resolution."

A special resolution under section 21 is the ordinary constitutional default: a resolution passed by a majority of not less than 75 per cent of members voting. An entrenching clause goes further — for example by requiring unanimous consent of all members, or the agreement of a named individual or class of shareholders.

CC01 also covers a second situation: where a court or other authority has made an order that alters the company's articles so as to restrict or exclude the power to amend. In that case the court, not the members, has imposed the restriction, but the notification duty under section 23 applies equally.

Filing the notice does not create the entrenchment — the articles themselves do that. What the form does is update the public register so that anyone searching Companies House knows the ordinary amendment rules do not apply in full to that company's constitution.

What CC01 does not cover

CC01 is for notifying the existence of a restriction. When a restriction is later removed, a separate form CC02 is used to notify the registrar of that removal — that duty also arises under section 23(2).

CC01 is not a form for overseas companies. A separate form OS CC01 is available for overseas companies required to notify restrictions on their constitutional documents.

The statutory framework: sections 21 to 24

Understanding CC01 properly requires seeing where it sits in the statutory scheme.

Section 21 — the default amendment rule

A company may amend its articles by special resolution (75 per cent majority). This is the baseline against which entrenchment is measured.

Section 22 — what entrenchment is and how it is created

Section 22 authorises provisions for entrenchment and sets the rules for when they can be introduced:

• On formation: an entrenching clause may be included in the articles from the moment the company is registered.
• After formation: under section 22(2)(b), an entrenching clause can only be added by amendment agreed to by all the members of the company — a unanimous decision, not merely a special resolution.

Section 22(3) sets two important limits on the effect of entrenchment:

1. An entrenching provision does not prevent amendment of the articles by agreement of all the members — even the most tightly drafted entrenching clause can always be overridden by unanimous agreement.
2. An entrenching provision does not affect any power of a court or other authority to alter the company's articles.

The practical implication is that entrenchment in England and Wales cannot make articles completely unamendable. It raises the bar but does not remove the route.

Section 23 — the notification duty

Section 23 is the direct source of the obligation to file CC01. The company must give notice to the registrar in three circumstances:

1. The articles on formation contain a provision for entrenchment.
2. The articles are amended so as to include such a provision.
3. The articles are altered by order of a court or other authority so as to restrict or exclude the power of the company to amend its articles.

The same section at subsection (2) also requires notice when any of those restrictions are removed — which is where form CC02 comes in.

Section 24 — statement of compliance when amending restricted articles

Section 24 creates an additional requirement that arises after an entrenching provision has been filed. If the company later makes any amendment to its articles and is required to send the registrar a document evidencing that amendment, it must also deliver a statement of compliance certifying that the amendment was made in accordance with the company's articles and, where relevant, any applicable court order. The registrar may rely on the statement as sufficient evidence of compliance.

This is distinct from CC01 itself. It means that once entrenchment is in place, every subsequent amendment to the articles carries an additional compliance obligation.

Who needs to file CC01

Not every company needs this form. The circumstances that trigger it are specific:

| Trigger | CC01 required? | |---|---| | Articles contain entrenchment clause on incorporation | Yes | | Articles amended to add entrenchment — by all members | Yes | | Court or authority orders restriction on power to amend | Yes | | Company uses model articles (Companies (Model Articles) Regulations 2008) unamended | No — model articles contain no entrenching provisions | | Articles amended by special resolution (no entrenchment clause) | No | | Entrenchment removed from articles | No — use CC02 instead |

The model articles prescribed for private companies limited by shares, private companies limited by guarantee, and public companies do not include provisions for entrenchment. If your company adopted the model articles without adding such a provision, CC01 has never been and will never be required unless you deliberately introduce one.

What the form asks for and how to complete it

The current form is CC01 version 2.0, published by Companies House. It is a short two-page document. The key information required is:

• Company name in full — as it appears on the Companies House register.
• Company registration number — the unique number assigned on incorporation.
• Nature of the restriction — the form asks you to confirm whether the restriction is a provision for entrenchment in the articles, or a restriction or exclusion ordered by a court or other authority, or both.
• Authentication — the form must be signed by a director, secretary, or other person authorised to act on the company's behalf.

You do not attach a copy of the articles to CC01 itself, but you should have the current articles to hand when completing the form to ensure the description of the restriction is accurate. Errors or discrepancies between the form and the company record at Companies House are a common cause of rejection.

Practical completion checklist

1. Confirm that an entrenching provision actually exists in the articles. Read the clause carefully — genuine entrenchment requires conditions stricter than a special resolution. If you are uncertain whether a clause qualifies, take legal advice before filing.
2. Identify which trigger applies under section 23: formation, later amendment by all members, or court order.
3. Verify the company name and number against the existing public register entry.
4. Complete the form in full and authenticate it.
5. Save the completed form to your device.
6. Submit via the Electronic Filing Service (see below).
7. Keep a dated copy of the completed form, the relevant resolution or court order, and a record of submission.

How to file CC01

GOV.UK confirms that CC01 should be submitted by uploading the completed PDF through the Companies House Electronic Filing Service at find-and-update.company-information.service.gov.uk/efs-submission/start.

Companies House states that electronic submission is significantly faster than posting a paper form. The service accepts the form once you have:

1. Completed the PDF form.
2. Saved the completed file to your device.
3. Uploaded it through the EFS service.

Check GOV.UK for the current filing fee before submitting — Companies House fees are subject to change and the fee applicable to CC01 is not always separately listed in the headline fee announcements. Verify the figure on the GOV.UK form page or by contacting Companies House directly before you file.

After acceptance, allow time for the filing to appear on the public register. Diarise a follow-up check to confirm the restriction is reflected correctly on the company's public record.

Why entrenchment is a significant constitutional step

Introducing an entrenching provision is a decision with long-term consequences. Key points to weigh before filing CC01:

Entrenchment raises the bar permanently (unless removed)

Once in place, the clause governs every future attempt to change the specified article. If the conditions prove impractical — because a named individual is no longer contactable, or unanimous consent proves impossible to obtain — the company is bound by the clause until it is removed. And removing it requires meeting the clause's own conditions, or unanimous agreement, or a court order.

The public record reflects the restriction

Any investor, lender, acquirer, or counterparty who searches Companies House will see that the articles contain a restriction. This can have implications for due diligence, financing, and share transfers. The CC01 notice is precisely designed to protect those third parties.

Entrenchment is not the only way to protect constitutional arrangements

A shareholders' agreement can achieve some of the same effects — requiring consent for specified decisions — without appearing on the public register and without binding future members who have not signed it. Entrenchment in the articles binds all current and future members automatically; a shareholders' agreement binds only signatories. The two are often used in combination, each serving a different purpose.

Removing entrenchment requires its own filing

If entrenchment is later removed from the articles — by agreement of all members, or by court order — the company must file form CC02 to notify the registrar of the removal. Failing to do so leaves the public record inaccurate.

This guide covers England and Wales. The Companies Act 2006 applies across the UK but some procedural rules differ in Scotland and Northern Ireland. This page provides general information and does not constitute legal advice. The law described was accurate as at June 2026 and is subject to change — check GOV.UK and legislation.gov.uk for the most current position.

Last reviewed: June 2026 by a non-practising solicitor · Next review due: June 2027 or on legislative change.