The Articles of Association regulate the internal affairs of a company such as the division of power between the directors and shareholders, the structure and operation of the board, the rights attached to share classes, the issue and transfer of shares, declaration of dividends and the powers and duties of directors. They are binding on the shareholders and the company as a form of special contract.
On incorporation it is common to either adopt the appropriate Model Form (provided by regulations made pursuant to the Companies Act 2006) or to adopt the Model Form with a number of amendments that are appropriate for the company being formed.
During the life of a company its Articles may need to be amended for a number of different reasons, examples of which are listed below.
A special resolution (of at least 75% of the shareholders) is required to amend the Articles of Association of a company. That resolution, together with the new Articles, needs to be filed at Companies House. Any requirements set-out in a Shareholders Agreement also need to be considered.
Certain changes to the company’s share capital and internal affairs can only be effected by amending the company’s Articles of Association.
Companies amend their Articles of Association for a number of reasons, including to:
Our Articles of Association Drafting Service is suitable for companies incorporated in the United Kingdom.
If you wish to amend the Articles of a company for one of the reasons set out above, or for any other reason then we can assist you by:
Click the ‘Make Enquiry’ button below to learn more about our Articles of Association Drafting Service or to register your interest.
