By
August 27, 2026
Can a UK Company Change Its Articles of Association?
Yes. A UK company can change its Articles of Association after incorporation. In most cases, the shareholders must approve the changes by passing a special resolution.
The company must then send the resolution and its amended Articles to Companies House within the relevant filing deadline.
A company may need to update its Articles when its ownership, management or business requirements change.
Common reasons include:
A company should ensure that its Articles continue to reflect how it is actually owned and managed.
The usual process involves the following steps.
The company should first check its current Articles for:
The proposed amendments must also comply with the Companies Act 2006 and other applicable law.
The company can amend specific provisions or adopt a completely new set of Articles.
The updated document should clearly set out the rules that will apply after the changes take effect. If the company has a shareholders’ agreement, both documents should be reviewed together to prevent conflicting provisions.
Under section 21 of the Companies Act 2006, a company may generally amend its Articles by special resolution.
A special resolution normally requires approval from shareholders representing at least 75% of the relevant votes. The company’s existing Articles should be checked because they may contain additional requirements.
For a private company, the resolution can usually be passed:
A meeting is not always necessary if the required shareholders approve the written resolution.
The company should retain:
These documents should be stored with the company’s statutory records.
The company must send Companies House:
According to Companies House guidance, the resolution must normally be filed within 15 days after it is passed, and the amended Articles must be filed within 15 days after they take effect.
The amended Articles will normally take effect on the date the special resolution is passed, unless the resolution specifies a later date or another legal requirement applies.
The company should not assume that every constitutional change takes effect only when Companies House updates the public record. The wording of the resolution and the type of amendment must be checked carefully.
A shareholder cannot normally change the Articles alone unless that shareholder controls enough voting rights to pass the required special resolution.
For example, a shareholder controlling at least 75% of the eligible voting rights may be able to approve the amendment. However, this remains subject to:
A majority shareholder should not assume that every amendment is valid simply because they have enough votes.
A company’s Articles may contain an entrenchment provision. This requires specified conditions to be satisfied before a particular part of the Articles can be changed.
For example, an entrenched provision might require:
Entrenchment can provide additional protection for founders, investors or minority shareholders.
Additional rules may apply when an amendment changes rights attached to a particular class of shares.
These rights may relate to:
The company may need separate approval from the affected class of shareholders. Additional Companies House filings may also be required.
Shareholders who did not consent to a variation of class rights may, in certain circumstances, have the right to apply to the court to cancel the variation.
Yes. A private company can usually pass a written special resolution without holding a general meeting.
The written resolution must be circulated to the eligible shareholders and approved according to the applicable voting requirements. The company should keep a copy of the resolution and evidence of the approvals received.
Public companies cannot use the statutory written-resolution procedure available to private companies.
Yes. A company that originally adopted the standard model articles can later replace them with customised Articles.
Custom Articles may be useful when the company has:
The replacement generally requires a special resolution and the appropriate Companies House filings.
A standard amendment to the Articles is normally filed with Companies House rather than HMRC.
However, if the change affects the company’s share capital, ownership, tax position or business activities, other notifications or filings may be required.
Failing to file the resolution or updated Articles within the required deadline may place the company and its officers in breach of their statutory obligations.
It may also create uncertainty because the Articles held by Companies House will not reflect the company’s current constitutional rules.
The company should correct any late or missing filing as soon as possible.
Yes. If the company has a shareholders’ agreement, it should be reviewed whenever the Articles are amended.
The two documents may both contain provisions covering:
Conflicting provisions can create uncertainty. An action may be valid under the Articles while still breaching the shareholders’ agreement, so both documents should be carefully coordinated.
Professional legal advice should be considered when the proposed amendments involve:
Minor drafting errors can affect control, ownership and the rights attached to shares.
A special resolution normally requires at least 75% approval under the applicable voting procedure. The existing Articles and any entrenched provisions should also be checked.
Directors cannot normally amend the Articles on their own. Shareholder approval through a special resolution is generally required.
Yes. The company must normally file the special resolution and a complete copy of the amended Articles with Companies House.
Yes. Instead of amending individual clauses, the company can adopt an entirely new set of Articles by special resolution.
Changing the Articles does not automatically remove someone as a shareholder. A share transfer, compulsory-transfer provision, buyback or another lawful process would normally be required. Specialist legal advice should be obtained before attempting such a change.
A UK company can change its Articles of Association by obtaining the required shareholder approval, usually through a special resolution. The company must prepare the amended Articles, record the decision and submit the required documents to Companies House—normally within 15 days.
Before making changes, the company should check its existing Articles, class rights and shareholders’ agreement. Legal advice may be appropriate where the amendments affect ownership, control, investor rights or minority shareholders.
This article provides general information and does not constitute legal advice.
