CC03 Form UK: Notice of Compliance Explained
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If your company has entrenched provisions in its articles of association, or is subject to a court order restricting how the articles can be changed, you cannot simply file the amended articles and move on. Companies House needs confirmation that the special rules governing those amendments have actually been followed.
That is where form CC03 comes in. It is a short statement of compliance that accompanies the amended articles, confirming the change was made properly. In this guide I will walk through what CC03 does, when it is needed, who signs it, how it fits alongside CC01 and CC02, and the practical points that tend to trip directors up.
The form is straightforward on its face, but the underlying rules on entrenchment are worth understanding before you sign anything.
What this document is
Form CC03 is a Companies House filing titled 'Notice of compliance of restriction to change articles'. It is used when a company with entrenched provisions or a restriction imposed by a court or other authority amends its articles of association.
The form is the mechanism by which directors confirm to the registrar that the amendment has been carried out in line with whatever special procedure applied, whether that is a heightened voting threshold, unanimous shareholder consent, or compliance with a court order. The requirement sits in section 24 of the Companies Act 2006.
Section 23 deals with how entrenched provisions are notified to Companies House in the first place, and section 24 deals with the follow-up: proving that when those provisions were amended or removed, the correct process was observed. Without a CC03 accompanying the amendment, Companies House will not treat the change as properly notified.
The form itself is brief, but it carries weight because signing it is a formal statement of compliance, and inaccurate statements to the registrar can carry consequences.
How to use this document
- Check whether your articles are entrenched or restricted. Before you touch CC03, confirm that your articles actually contain entrenching provisions, or that a court order or other authority has placed restrictions on how they can be changed. If neither applies, you do not need CC03 at all, a standard special resolution and filing will do. Entrenchment means something in the articles can only be amended if a specified condition is met, such as a higher majority or unanimous consent.
- Follow the special procedure to the letter. Whatever the entrenching provision or court order requires, you must comply exactly. This might mean holding a general meeting with a specific notice period, obtaining written consent from named shareholders, securing a supermajority vote, or satisfying a condition imposed by the court. Keep clear records of how the decision was taken, because those records underpin the statement you are about to sign on CC03.
- Prepare the amended articles. Draft the updated articles in full, showing the amendments as they will read once in force. Companies House requires a clean copy of the articles as amended, not just the tracked changes. Double check that the amendment itself does not inadvertently remove an entrenching provision unless that was the intended effect, as entrenchment can only be removed if all shareholders agree or a court orders it.
- Complete form CC03 accurately. Fill in the company number, company name, and the date of the amendment. The form asks the person signing to confirm that the amendment was made in accordance with the company's articles, including any provision for entrenchment, or in accordance with any relevant court order. A director or the company secretary typically signs. The statement is a formal declaration, so only sign once you are satisfied the process was followed correctly.
- File CC03 with the amended articles at Companies House. Submit CC03 alongside the document making or evidencing the amendment, which will usually be the special resolution and the amended articles. Filing can be done by post to the relevant Companies House address. Once accepted, the amendment takes effect on the public register, and searchers can see that the proper compliance steps were taken.
Common questions
Q When do I actually need form CC03?
You need CC03 only when amending articles that contain entrenched provisions, or when the company is subject to a court order or other authority restricting how its articles can be changed. For a standard company with no entrenchment, amending articles simply requires a special resolution and a copy of the amended articles filed at Companies House. CC03 is the extra confirmation step that applies when special rules govern the amendment process.
Q What is an entrenched provision?
An entrenched provision is a clause in the articles that can only be amended or removed if a condition more restrictive than a standard special resolution is met. Common examples include requiring unanimous shareholder consent, a higher percentage vote, or the consent of a specific shareholder or class. Entrenchment is often used in joint ventures or family companies to protect minority interests that would otherwise be vulnerable to a 75 percent majority.
Q How does CC03 differ from CC01 and CC02?
CC01 gives notice that a company's articles contain entrenching provisions when they are first put in place. CC02 gives notice that entrenching provisions have been removed. CC03 is the compliance statement filed when articles containing entrenchment, or subject to a court restriction, are amended. The three forms together allow Companies House and anyone searching the register to track the status of entrenched rules throughout a company's life.
Q Who should sign form CC03?
A director or the company secretary usually signs CC03. The signatory is formally stating that the amendment to the articles has been made in accordance with the company's articles, including any entrenching provision, or in accordance with any relevant court order. Because this is a declaration to the registrar, whoever signs should have direct knowledge of how the resolution was passed and be confident that the procedure was followed correctly.
Q What happens if we file amended articles without CC03?
If your articles are entrenched or subject to a relevant court restriction and you file amendments without CC03, Companies House may reject the filing or query it. The amendment may not be properly recorded on the register until the compliance statement is provided. This can create uncertainty about whether the change is effective, which is particularly awkward if the amendment is relied on for a transaction or a third party dealing.
Q Can entrenched provisions ever be removed?
Yes, but only in limited ways. Entrenching provisions can be removed if every member of the company agrees to the removal, or by an order of a court or other authority. They cannot be removed by an ordinary special resolution alone. Once removed, form CC02 is filed to notify Companies House that the entrenchment no longer applies, and future amendments to the articles can then proceed under the standard rules.
Q Is there a filing fee for CC03?
CC03 is typically filed as part of the wider article amendment process. Check the current Companies House guidance on gov.uk for any applicable fee at the time of filing, as fees and filing requirements are reviewed periodically. The form is filed by post rather than through the online filing service, so allow time for postal processing when planning around a transaction deadline.
Sources
This guide is based on primary UK law and official guidance.
- Guidance · UK GovForm CC03 on gov.ukgov.uk
- LegislationCompanies Act 2006, section 24legislation.gov.uk
- LegislationCompanies Act 2006, section 22 (entrenched provisions)legislation.gov.uk
- Guidance · Companies HouseCompanies House filing guidancegov.uk
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.