Amend Articles of Association UK: Guide & Process

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