Q&As

Is it possible to temporarily disapply a provision of a company's articles of association?

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Published by a LexisNexis Corporate expert
Published on: 22 January 2016
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Some practitioners are of the view that it is possible to disapply a provision of a company’s articles on a one-off basis by special Resolution. This is based on the principle that if a special resolution can be used to amend a provision of a company’s Articles of association permanently under section 21 of the Companies Act 2006 (CA 2006), one can be also used to disapply a provision of its articles temporarily. As this approach relies on CA 2006, s 21, it is assumed that such a disapplication would also be subject to the same restrictions as an amendment of the articles pursuant to that section, ie:

  1. •

    an amendment that requires a member to take or subscribe for more Shares than those he held on the date of the amendment will not bind them, unless they specifically agree in writing to be bound by it

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Jurisdiction(s):
United Kingdom
Related legal acts:
Key definition:
Articles of association definition
What does Articles of association mean?

The principal constitutional document of a company, dealing with management and administration issues, most notably powers of directors, transfer and issue of shares, and board and member meetings. The articles form the fundamental contract between the company and the shareholders and must be available for public inspection at Companies House.

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