CC03 Form UK: Notice of Compliance Explained

At a glance

• What CC03 is: a statement of compliance, filed under section 24 of the Companies Act 2006, confirming that an amendment to entrenched or court-restricted articles was made correctly.
• When it's needed: only where the articles being amended contain entrenched provisions, or are subject to a court or other authority's order restricting or excluding the power to amend them (section 24(1)).
• When it's not needed: for a routine article amendment with no entrenchment or court restriction — a special resolution plus the amended articles filed under section 26 is all that's required.
• How entrenchment is created: only on formation, or by an amendment agreed to by every member of the company (section 22(2)) — it cannot be added later by an ordinary special resolution alone.
• How entrenchment can always be overridden: by agreement of all members, or by order of a court or other authority with power to alter the articles — regardless of what the entrenched condition itself specifies (section 22(3)).
• Who can sign: a director, the company secretary, a person authorised under section 270 or 274, or one of several insolvency/receivership office-holders listed on the current form.
• Timing: CC03 must be delivered with the document making or evidencing the amendment (section 24(2)); that document — typically the amended articles — must reach the registrar within 15 days of the amendment taking effect (section 26).
• Fee: check the current Companies House fees list on gov.uk — altering articles does not appear among the standard incorporation/confirmation-statement charges, but fees are reviewed periodically.

What form CC03 does

CC03 — "Statement of compliance where amendment of articles restricted" — is filed under section 24 of the Companies Act 2006. It applies only where a company's articles are subject to either provision for entrenchment, or an order of a court or other authority restricting or excluding the company's power to amend the articles (section 24(1)).

Where that is the case, and the company amends its articles and is required to send the registrar a document making or evidencing the amendment, the company must deliver a statement of compliance with that document (section 24(2)). The statement certifies that the amendment was made in accordance with the company's articles — including any entrenching provision — and, where relevant, any applicable court or authority order (section 24(3)). The registrar is entitled to rely on that statement as sufficient evidence of what it states (section 24(4)).

In short: CC03 does not create or remove any restriction. It is the after-the-fact confirmation that a restriction which already existed was properly complied with when the articles were changed.

The law behind CC03: entrenched provisions

Entrenchment is defined in section 22 of the Companies Act 2006. A company's articles may contain "provision for entrenchment" — a rule that specified provisions of the articles can only be amended or repealed if conditions are met, or procedures followed, that are more restrictive than those that apply to an ordinary special resolution. Common examples are a requirement for unanimous shareholder consent, a higher percentage vote than the standard 75%, or the consent of a named shareholder or class.

Two features of section 22 matter more than they might first appear:

• Entrenchment can only be created at two points. Either the articles contain the provision on formation, or it is added later by an amendment that every member of the company agrees to (section 22(2)). A board or a bare special-resolution majority cannot entrench a provision on their own initiative.
• Entrenchment can always be overridden two ways. However restrictive the entrenched condition is, it does not prevent an amendment agreed by all members of the company, or one made by order of a court or other authority with power to alter the articles (section 22(3)). Nothing in section 22 limits a court's or authority's own power to alter the articles (section 22(4)).

An entrenched provision in restricted articles can only be removed by one of those same two routes — unanimous member agreement or a court/authority order — not by an ordinary special resolution alone. When it is removed on that basis, the removal itself is notified using CC02, described below.

CC01, CC02 and CC03: how the three notices fit together

The three "CC" forms in this family cover different moments in the life of an entrenched or restricted provision. CC01 and CC02 both arise under section 23; CC03 arises under section 24.

| Form | Legal basis | What it notifies | When it's filed | |------|-------------|-------------------|------------------| | CC01 | Section 23(1) | That the articles now contain entrenchment, or are now restricted — because they were formed that way, amended to add entrenchment, or a court/authority order imposed a restriction | Once, when the entrenchment or restriction first arises | | CC02 | Section 23(2) | That entrenchment or a restriction has been removed — by amendment or by court/authority order | Once, when the entrenchment or restriction is removed | | CC03 | Section 24 | That a specific amendment to entrenched or restricted articles was made in accordance with the required procedure | Every time entrenched or restricted articles are amended (while the restriction remains in place) |

A company can therefore file CC01 once when it first entrenches a provision, then file CC03 on every later occasion that provision is amended, and only file CC02 if and when the entrenchment is eventually removed altogether. Companies House and anyone searching the public register can use the three forms together to track the status of a company's entrenched rules over time.

Who needs to use CC03 — and who doesn't

You need CC03 only if both of these are true:

1. Your company's articles are, or were, subject to entrenchment under section 22, or to a court or other authority's order restricting or excluding the power to amend the articles; and
2. You are amending those specific articles now, and are required to send the registrar a document (typically the amended articles, and usually the special resolution) making or evidencing that amendment.

If your company's articles have never been entrenched and are not subject to any court restriction, you do not need CC03 at any point. A standard amendment under section 21 — special resolution, plus a copy of the amended articles filed under section 26 — is the whole process.

Step-by-step: how to file CC03

1. Confirm entrenchment or a restriction actually applies. Check the articles for an entrenchment clause, and check whether any court or authority order restricts how they can be changed. If neither applies, stop here — you don't need CC03.
2. Follow the exact procedure the entrenched provision (or court order) requires. This might be a higher voting threshold, written consent from named shareholders, unanimous agreement, or compliance with a specific condition set by the court. Keep clear, dated records of how the decision was reached — those records are what the statement on CC03 is certifying.
3. Prepare the amended articles in full. Companies House needs a clean copy of the articles as they will read once the amendment takes effect, not a tracked-changes version. Check the amendment does not inadvertently remove the entrenching provision itself unless that is genuinely intended and has been agreed by every member or ordered by a court (section 22(3)).
4. Complete CC03. Enter the company name and number exactly as they appear on the public register, and certify that the amendment was made in accordance with the articles — including the entrenching provision — and, where relevant, any applicable court or authority order.
5. Have an authorised person sign it. A director, the company secretary, a person authorised under section 270 or 274, or one of the insolvency/receivership office-holders listed on the current form.
6. File CC03 together with the document evidencing the amendment — normally the special resolution and the amended articles. Check gov.uk/companies-house for the current filing route (postal address for your company's jurisdiction, or any available online upload option), and file within 15 days of the amendment taking effect to meet the section 26 deadline for the amended articles themselves.

Worked example

A private company — call it Meridian Fabrications Ltd — has an entrenched Article 8 requiring 90% shareholder approval (rather than the standard 75% special-resolution threshold) before its share pre-emption rules can be changed. Four shareholders hold 40%, 30%, 20% and 10% of the shares respectively.

The board proposes amending Article 8. The entrenched condition requires 90% approval, so the three larger holders — 40%, 30% and 20%, together 90% — are enough to satisfy Article 8's own condition on their own; the 10% holder's agreement is not required to meet that particular threshold. The three holders pass a resolution amending Article 8, satisfying the entrenched condition exactly.

The company then prepares the amended articles, completes CC03 certifying that the amendment was made in accordance with Article 8, and a director signs it. The amended articles and CC03 are filed together, within 15 days of the resolution taking effect, to meet the section 26 deadline. Had the 10% holder refused ever to agree and the other three been unable to reach 90% between them, section 22(3)(a) offers a separate route: unanimous agreement of all four members would still make the amendment valid, even without satisfying Article 8's 90% condition — unanimous consent always overrides whatever the entrenched procedure itself specifies.

Common mistakes to avoid

• Filing amended articles without realising entrenchment applies. Always check the existing articles (and Companies House's record of any CC01 previously filed) before assuming a standard special resolution is enough.
• Treating CC03 as optional paperwork. Section 24(2) requires it to accompany the amendment document — it is not an optional extra once entrenchment or a court restriction applies.
• Missing the 15-day window. The amended articles must reach the registrar within 15 days of the amendment taking effect (section 26); missing that deadline is a criminal offence for the company and every officer in default (section 26(3)–(4)), separate from any issue with CC03 itself.
• Assuming the entrenched condition is the only route to change. Unanimous member agreement, or a court/authority order, always works even where the specific entrenched procedure has not been followed (section 22(3)).
• Signing CC03 without direct knowledge of the process. The signatory is certifying compliance to the registrar — this should be someone who can vouch for how the vote or consent was actually obtained.

This guide provides general information about form CC03 and entrenched articles under the Companies Act 2006 for companies in the UK. It is not legal advice and is not a substitute for advice tailored to your company's specific articles and circumstances. The law described was accurate as at July 2026 and is subject to change — always check gov.uk and legislation.gov.uk for the most current position before filing.

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