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August 27, 2026
How Do I Amend My Company’s Articles of Association?
To amend a UK company’s Articles of Association, you will normally need to prepare the proposed changes, obtain shareholder approval through a special resolution and file the required documents with Companies House within 15 days.
A company can change individual clauses or replace its existing Articles with an entirely new version.
Begin by obtaining the company’s current Articles and checking whether they contain:
Most Articles can be amended by special resolution. However, an entrenched provision may require a higher voting threshold or additional consent.
Clearly identify the clauses that must be added, removed or replaced.
Companies commonly amend their Articles to:
The amendments must comply with the Companies Act 2006 and cannot be used for an unlawful purpose.
Prepare a complete updated version of the Articles showing all changes.
Companies House generally requires a consolidated version of the amended Articles, rather than only a document showing the individual clauses that changed.
The final document should be checked carefully for:
Professional legal advice should be considered when changes affect ownership, voting rights, dividends or control of the company.
Under section 21 of the Companies Act 2006, a company can generally amend its Articles by passing a special resolution.
A special resolution normally requires approval from shareholders representing at least 75% of the relevant voting rights.
The resolution should clearly state that the company is:
The final amended Articles should be attached or clearly identified.
A private limited company can usually pass the special resolution in one of two ways.
The resolution is sent to every eligible shareholder, who can indicate whether they agree. A physical shareholder meeting is not normally required.
The company calls a general meeting and shareholders vote on the resolution. The correct notice must be provided unless the shareholders validly agree to shorter notice.
The voting result should be calculated according to the voting rights attached to the shares, rather than simply counting the number of individual shareholders.
The company should keep evidence of the resolution and voting result with its statutory records.
The records should include:
The resolution and updated Articles should remain available for future directors, shareholders, investors and professional advisers.
After the resolution is approved, the company must normally send Companies House:
According to Companies House guidance, the special resolution must be delivered within 15 days after it is passed. The amended Articles must be delivered within 15 days after they take effect.
The documents can be submitted using an available Companies House online service, filing software or by post, depending on the type of filing.
Changing the Articles may trigger additional Companies House filings.
Additional documents may be required if the amendment:
For example, a variation of share-class rights may require a separate notice in addition to the special resolution and amended Articles.
After amending the Articles, update the company’s internal documents and procedures.
This may include:
Directors should receive a copy of the new Articles and follow the updated rules when making decisions.
The changes normally take effect when the special resolution is passed, unless the resolution states a later effective date or a specific legal rule applies.
The effective date should be written clearly in the company’s records.
Directors cannot normally change the Articles without shareholder approval. They may propose or arrange the amendments, but a special resolution of the shareholders is generally required.
Yes. If one shareholder owns all the voting shares, that shareholder can normally approve a written special resolution to amend the Articles.
The company must still prepare the correct documents, keep records of the decision and complete the required Companies House filings.
If the proposed amendment changes the rights of a particular share class, approval of the special resolution may not be enough.
The company may also need consent from the holders of the affected class. Shareholders who did not consent may have legal rights to challenge the variation in certain circumstances.
An entrenched provision can require stricter conditions than an ordinary special resolution.
For example, it may require:
The company must satisfy the entrenchment requirements before making the amendment.
They should be consistent.
If the company has a shareholders’ agreement, review it before approving new Articles. Both documents may contain rules about directors, voting, share transfers, new share issues and important company decisions.
Conflicting provisions can create disputes. A decision could be valid under the Articles while still breaching the shareholders’ agreement.
Failure to file the resolution and amended Articles within the required period may place the company and its officers in breach of their statutory obligations.
Late filing can also create confusion because the Articles available through Companies House may not show the company’s current rules.
Any missed filing should be corrected as soon as possible.
Before completing the process, make sure that:
To amend your UK company’s Articles of Association, prepare the updated Articles and ask the shareholders to approve them through a special resolution. This normally requires at least 75% approval.
File the special resolution and complete amended Articles with Companies House within 15 days. Additional approval and filings may be needed where the changes affect share classes, voting rights or other protected provisions.
Legal advice should be considered before making changes that affect company ownership, investor rights or shareholder control.
This article provides general information and does not constitute legal advice.
