How Long Does a Company Have to File Amended Articles?

A UK company must normally file its amended Articles of Association with Companies House within 15 days of the amendments taking effect.

If the changes were approved by a special resolution, the company must also file a copy of that resolution within 15 days of it being passed.

What Must Be Filed With Companies House?

When a company changes its Articles, it will normally need to submit:

• A copy of the special resolution
• A complete copy of the amended Articles
• Any additional forms required by the type of amendment

Companies House generally requires a complete, updated version of the Articles—not only the individual clauses that changed.

When Does the 15-Day Period Begin?

The filing period for the amended Articles normally starts on the date the amendments take effect.

In many cases, this will be the date on which the shareholders pass the special resolution. However, the resolution may specify a later effective date.

For example, if a special resolution is passed and the new Articles take effect on 1 September, the company must normally deliver the required documents to Companies House within 15 days.

The company should record the exact approval and effective dates to avoid missing the deadline.

Is It 15 Calendar Days or Working Days?

The statutory deadline is expressed as 15 days, not 15 working days. Companies should therefore avoid assuming that weekends and public holidays extend the filing period.

Submitting the documents promptly after approval is the safest approach.

Does the Special Resolution Have the Same Deadline?

The deadline is closely connected but legally applies to a different event:

• The special resolution must normally be filed within 15 days after it is passed.
• The amended Articles must normally be filed within 15 days after they take effect.

When the Articles take effect on the date of the resolution, both documents will usually have the same filing deadline.

These deadlines are confirmed in Companies House guidance.

Are Additional Forms Sometimes Required?

Yes. Further documents may be needed if the amendments:

• Create a new class of shares
• Change rights attached to an existing share class
• Alter the company’s share capital
• Change the company’s objects
• Result from a court order
• Affect a charitable company
• Introduce or change an entrenched provision

These additional filings may have their own deadlines. The company should identify every filing obligation connected with the change rather than submitting only the new Articles.

What Happens If Amended Articles Are Filed Late?

Failing to file the required documents on time may place the company and its officers in breach of their statutory duties.

Late filing can also cause practical problems because:

• The public record will contain outdated Articles
• Directors and shareholders may rely on the wrong rules
• Investors or lenders may question the company’s records
• A future transaction may be delayed
• The company may have difficulty proving which Articles apply

The amendment does not necessarily become invalid simply because the filing was late, but the precise effect depends on the circumstances and type of change.

What Should a Company Do If the Deadline Has Passed?

The company should submit the missing documents as soon as possible.

It should:

1. Confirm the date the resolution was passed.
2. Confirm when the amendments took effect.
3. Prepare a copy of the special resolution.
4. Prepare the complete amended Articles.
5. Identify any additional forms required.
6. Submit all outstanding documents to Companies House.
7. Keep evidence of the filing with the company’s records.

Legal advice may be appropriate if there is uncertainty about whether the changes were validly approved or when they took effect.

Do the Articles Take Effect Only After Filing?

Not necessarily. Amended Articles will commonly take effect when the special resolution is passed unless the resolution states a later date or a specific legal requirement provides otherwise.

Filing the documents with Companies House records the change on the public register but is not always what makes the amendment effective.

Filing Checklist

After approving amended Articles, confirm that:

• The special resolution has been signed or recorded
• The voting result has been documented
• The effective date is clear
• A complete updated version of the Articles is available
• The resolution has been filed within 15 days
• The amended Articles have been filed within 15 days
• Any additional forms have been submitted
• The company’s internal records have been updated

Summary

A UK company normally has 15 days from the date amended Articles take effect to file them with Companies House. Any special resolution approving the changes must also normally be filed within 15 days after it is passed.

The company should submit a complete copy of the amended Articles, the special resolution and any additional forms required by the changes.

This article provides general information and does not constitute legal advice.

‍