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Amend Articles of Association UK: Guide & Process

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Part ofCorporate Legal Documents 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 you set up a private company limited by shares in England or Wales, you choose a rulebook that governs how the business runs internally. Most companies adopt the default Model Articles provided under the Companies Act 2006, but plenty of businesses find those standard provisions do not quite fit how they actually want to operate. That is where amending your Articles of Association comes in. Whether you want to tighten up how a sole director makes decisions, introduce alternate directors, or rework dividend mechanics, changing your Articles is a formal process that needs shareholder approval and a filing at Companies House. This page walks through what the Articles actually do, the common amendments companies make, the steps to pass the changes, and where things tend to go wrong.

What this document is

Articles of Association are the constitutional rulebook of a limited company. They set out how directors are appointed, how they take decisions, how shares can be issued or transferred, how dividends are paid, and how general meetings operate. Since 1 October 2009, companies incorporated in the UK have defaulted to the Model Articles set out in the Companies (Model Articles) Regulations 2008 unless they registered their own bespoke version.

Amending your Articles means passing a special resolution of the shareholders (a 75 percent majority) to replace, delete, or add specific provisions. The amended version must then be filed at Companies House, along with a copy of the resolution, within 15 days of the change taking effect.

Typical reasons to amend include bringing in new investors who want weighted voting or pre-emption rights, clarifying what a sole director can do alone, allowing electronic meetings, or changing how dividends are declared. The amended Articles become legally binding on the company, its directors, and every shareholder the moment the resolution is passed.

How to use this document

  1. Review your current Articles and decide what needs to change. Pull your existing Articles from Companies House and go through them clause by clause. Identify what is missing, what no longer reflects how the business operates, and what investors or directors are asking for. Common targets include decision-making rules for sole directors, share transfer restrictions, dividend provisions, and director conflict of interest procedures.
  2. Draft the amended Articles or a set of amending resolutions. You can either replace the Articles in full with a new version or amend specific clauses by resolution. For anything more than minor tweaks, a fresh set of Articles is usually cleaner. Make sure the drafting is internally consistent and does not contradict mandatory provisions of the Companies Act 2006.
  3. Call a general meeting or circulate a written resolution. Private companies can pass a special resolution either at a general meeting or by written resolution circulated to all eligible shareholders. You must give proper notice and include the exact wording of the proposed resolution. A special resolution needs at least 75 percent of the votes cast in favour to pass.
  4. Pass the special resolution and record the vote. Once the resolution is approved, record it properly in the company's statutory books. The resolution itself becomes effective immediately unless it specifies a later date. Every director and shareholder is then bound by the new provisions, so make sure everyone has a copy of what was passed.
  5. File with Companies House within 15 days. Send a copy of the special resolution and the amended Articles to Companies House within 15 days of the resolution being passed. This can be done online through WebFiling. Failure to file on time is a criminal offence by the company and every officer in default, so this deadline matters.

Common questions

Q What majority do I need to change the Articles of Association?
You need a special resolution, which requires at least 75 percent of the votes cast by shareholders entitled to vote. This applies whether the resolution is passed at a general meeting or by written resolution. A simple majority is not enough. Some Articles impose even higher thresholds for specific changes, so always check your current version before assuming 75 percent will do it.
Q How long do I have to file the changes at Companies House?
You must send a copy of the special resolution and the amended Articles to Companies House within 15 days of the resolution being passed. Filing late is a criminal offence by the company and its officers. The easiest route is usually WebFiling through the Companies House online service, which gives you an immediate confirmation that the documents have been received.
Q Can shareholders block amendments to the Articles?
Yes, in two main ways. First, any shareholder group holding more than 25 percent of the voting rights can defeat a special resolution simply by voting against it. Second, the Companies Act 2006 gives minority shareholders the right to apply to court to cancel certain variations of class rights. Entrenched provisions in the Articles themselves can also require unanimous consent or other higher thresholds.
Q Do I need to change the Articles when I issue new shares?
Not always. If your existing Articles already give directors authority to allot shares and disapply pre-emption rights, a separate amendment may not be needed. However, many companies find their Articles restrict what directors can do without shareholder approval, so issuing new shares often goes hand in hand with amending provisions on authorised allotments, pre-emption, and share classes.
Q What is the difference between Model Articles and bespoke Articles?
Model Articles are the default rulebook set out in regulations under the Companies Act 2006. They work reasonably well for simple owner-managed companies. Bespoke Articles are a tailored version written to reflect how a specific company wants to operate, often covering investor rights, multiple share classes, drag-along and tag-along provisions, and detailed director decision-making rules that the Model Articles do not address.
Q When do the amended Articles actually take effect?
The amended Articles take effect as soon as the special resolution is passed, unless the resolution itself states a later commencement date. Filing at Companies House is a legal requirement but does not affect when the changes become binding internally. From the moment the resolution passes, the company, its directors, and every shareholder are bound by the new provisions.
Q Can I amend the Articles if my company has only one shareholder?
Yes. A sole shareholder can pass a special resolution on their own by signing a written resolution, since they hold 100 percent of the voting rights. The process of filing the resolution and amended Articles at Companies House within 15 days still applies. Single-shareholder companies often amend their Articles to clarify how a sole director takes and records decisions.

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.