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Change Company Articles UK: Rules & Filing Steps

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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
Amending the rules that govern how your company runs is a fairly common task, but one that trips up a lot of directors and shareholders the first time round. Whether you're tidying up provisions inherited from default model articles, adding protections for a new investor, or reflecting a change in how the business is structured, the process has to follow a set path under the Companies Act 2006. That means passing the right kind of resolution, updating the document properly, and filing both with Companies House inside a short window. This page walks through what a company constitution actually is, why businesses choose to update theirs, and the practical steps to get the change made and registered. I've also flagged a procedural shift from March 2023 that catches a lot of people out.

What this document is

A company's constitution is the bundle of rules that sets out how the business is governed. In most private companies today, the key part of that bundle is the Articles of Association, which describe how directors are appointed, how decisions get made, how shares can be issued or transferred, and how shareholders interact with the company.

Older companies may also have a Memorandum of Association that forms part of the constitution, along with certain resolutions and agreements that the Companies Act treats as constitutional in nature. When people talk about 'changing the constitution', they usually mean amending the Articles, though adopting an entirely new set of Articles is just as common.

Any change has to be agreed by the shareholders by special resolution, which means a 75% majority in favour. Once the change is made, Companies House needs to be notified within a set timeframe, and the updated document placed on the public register. Getting the paperwork right matters, because the version on file is the version that legally binds the company.

How to use this document

  1. Work out what you actually need to change. Before drafting anything, identify the specific provisions you want to amend and why. Common reasons include reflecting a shareholders' agreement, updating share rights, removing outdated model article references, or introducing new classes of shares. Be precise, vague amendments cause problems later.
  2. Prepare the special resolution and the revised Articles. Draft a written special resolution setting out the change, together with a clean copy of the Articles as they will read after the amendment. If you're adopting an entirely new set of Articles, attach the full replacement document rather than a list of tracked edits, which makes filing cleaner.
  3. Pass the resolution with shareholder approval. A special resolution requires at least 75% of the votes cast by eligible shareholders. Private companies can usually pass it as a written resolution circulated for signature, or at a general meeting if preferred. Make sure you follow any notice requirements in your existing Articles before proceeding.
  4. File the resolution with Companies House within 15 days. Once the resolution has passed, a signed copy must be submitted to Companies House within 15 days of the date it took effect. Since March 2023, Companies House will not accept minutes with the resolution embedded inside, the resolution needs to be filed as a standalone document.
  5. File the amended Articles within 15 days of them taking effect. A fresh copy of the Articles, showing the text as it now stands, must also reach Companies House within 15 days of the change taking effect. Keep a signed copy in your company's own statutory records alongside the resolution, so the internal and public versions match.

Common questions

If you're dealing with this kind of situation, speak to an experienced legal adviser who can walk you through it — from £89.

Common questions

Q What majority is needed to change a company's Articles of Association?
A special resolution is required, which means at least 75% of the votes cast by shareholders entitled to vote must be in favour. For most private companies this can be done through a written resolution circulated to shareholders for signature, rather than holding a formal meeting. The exact thresholds and voting rights depend on what your current Articles say, so check them before starting.
Q How long do I have to file the change with Companies House?
Both the special resolution and the updated Articles of Association need to reach Companies House within 15 days. The clock on the resolution starts from the date it was passed. The clock on the amended Articles runs from the date the change takes effect, which may not always be the same date. Missing the deadline can result in enforcement action, so diarise it carefully.
Q Can I send minutes with the resolution inside them to Companies House?
No, not since March 2023. Companies House changed its practice and now expects the resolution to be filed as a separate document whenever the Companies Act requires a resolution to be registered. Meeting minutes that contain the resolution within the body of the text will be rejected. Prepare a standalone copy of the resolution signed and dated by the relevant parties.
Q Do I have to update my Articles if they still mention old legislation?
There's no strict legal duty to refresh older Articles just because the Companies Act 2006 replaced earlier law. That said, Articles that reference the 1985 Act or rely heavily on outdated model clauses can create uncertainty for directors trying to follow them. Many companies choose to adopt a modern set of Articles simply to make day-to-day governance clearer and less prone to error.
Q What happens if the Articles filed publicly differ from the version I hold internally?
The public copy on the Companies House register is generally the version that binds the company and its members. If there's a mismatch between what you've filed and what your internal records show, you could face real difficulties enforcing provisions or defending decisions. Always check the public register after filing to confirm the right document has been accepted and published.
Q Can shareholders block a proposed change to the Articles?
Yes, because a special resolution needs 75% of votes cast to succeed, a minority holding more than 25% can defeat the proposal. Beyond that, certain provisions may entrench particular rights and require unanimous consent or additional class approvals to alter. Before assuming a change will go through, check who holds what, and whether any entrenched provisions apply.
Q Is a change to the Articles effective straight away, or only once filed?
The amendment is usually effective as soon as the special resolution is passed, unless the resolution itself specifies a later date. Filing with Companies House is a separate legal duty. However, until the updated document is on the public register, third parties dealing with the company may not be on notice of the change, which can cause practical complications.
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.