Amending the articles of association
Amending the articles of association

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • Amending the articles of association
  • Why amend the articles?
  • Procedure
  • Limitations
  • Entrenched provisions in the articles
  • A company's objects
  • Penalties for failure to comply with CA 2006 procedures
  • Alteration of articles otherwise than in accordance with CA 2006 procedures

This Practice Note summarises the procedure to amend or change a company’s articles of association in accordance with the Companies Act 2006 (CA 2006).

Why amend the articles?

There are many different reasons why a company may want, or be required, to amend its articles of association. The following are a few common examples of reasons to change the articles:

  1. the company has changed its name and it needs to update references to its name in its articles of association

  2. the company is changing its status, for example it is re-registering from a public limited company to a private limited company, and it needs to update its articles to reflect such change and to make consequential amendments in relation to the different requirements for private limited companies

  3. the company wishes to alter the rights attaching to its shares or is introducing a new class of shares

  4. the law has recently changed and the company wishes to update its articles to reflect the new law

  5. the company wishes to make general improvements to the language or style of the articles of association, or

  6. the company has recently been acquired by a new parent company and wishes to adopt new articles of association that are consistent with other group companies' articles

Procedure

A company's articles of association may, subject to certain