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: • the company has changed its name and it needs to update references to its name in its articles of association • 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 • the company wishes to alter the rights attaching to its shares or is introducing a new class of shares • the law has recently changed and the company wishes to update its articles to reflect the new law • the company wishes to make general improvements to

View or print a full-size PDF ver

Procedure for amending the articles of association Matter to be considered or step to be taken Reference to relevant section of Companies Act 2006 (CA 2006) and/or relevant Lexis+® UK material Tick box when step complete or matter considered Preparing to amend the articles and preliminary checks Does the proposed amendment require shareholders to subscribe for further shares or increase a shareholder's liability? If yes, the shareholders' consent will be required to the proposed amendment. CA 2006, s 25A company’s constitution Does

Alteration of the text of a statement of case.

This Agreement is made on [insert date] Parties 1 [insert name of Borrower], a company incorporated in England and Wales with registered number [insert company number] whose registered office is at [insert address] (the Borrower); [and] 2 [[insert name of Guarantor], a company incorporated in England and Wales with registered number [insert company number] whose registered office is at [insert address] (the Guarantor); and 3 [insert name of Security Provider], a company incorporated in England and Wales with registered number [insert company number] whose registered office is at [insert address] (the Security Provider); and] 4 [insert name of Lender] of [insert address] (the Lender). Background (A) The Lender made available a loan facility to the Borrower on the terms and conditions set out in the Facility Agreement (as defined below). (B) The Lender and the Borrower now wish to amend the Facility Agreement upon the terms and conditions of this Agreement. (C) [The Guarantor and/or the Security Provider now wish to confirm the Guarantee and/or the Security (each as defined below) upon the terms and conditions of this Agreement.]

[ To be printed on the headed paper of the lender ] [insert date] To: [insert name and address of borrower] [and] [[insert name and address of guarantor, if applicable]] [ [and] [insert name and address of security provider, if applicable]] Dear [insert name of organisation] Re: The Facility Agreement as defined below. 1 Definitions and interpretation 1.1 Definitions In this agreement the following words shall have the meanings set opposite them: Amendment Conditions Precedent • means the documents and evidence set out in the Schedule to this agreement in form and substance [reasonably] satisfactory to the Lender; Effective Date • means the date on which the Lender certifies in writing to the Borrower that the Amendment Conditions Precedent have been satisfied; Facility Agreement • means the facility agreement dated [insert date of facility agreement] between [insert name of borrower] (the Borrower) and [insert name of lender] (the Lender) as amended, novated, supplemented, restated or replaced from time to time in accordance with its terms; [Guarantee • means the guarantee dated [insert date of guarantee] between the Guarantor and the Lender as amended, novated, supplemented, restated or replaced from time to time in accordance

The amendment of the EU Treaties is essential for the development of the European Union. It allows EU legislation and policies to be adapted to the new challenges that the EU has to face, or simply to further develop the degree of integration achieved. Before the entry into force of the Lisbon Treaty, there was only one procedure for the revision of the Treaties. It required an Intergovernmental Conference (IGC), a conference of representatives of the governments of the Member States convened by the President of the Council, to be convened on a compulsory basis. Considering the long time it took for the Lisbon Treaty to be agreed, its drafters decided to make possible, in the years to come, minor amendments to the Treaties without the need of an IGC. The Lisbon Treaty slightly amended the previous ordinary revision procedure by increasing the participation of the European Parliament and Member States’ national parliaments. It created two types of simplified procedures in order to facilitate the revision of certain provisions of the Treaties. The revision

This Agreement is made on [date] Parties 1 [insert name of Borrower], a company incorporated in England and Wales with registered number [insert company number] whose registered office is at [insert address] (the Borrower); [and] 2 [[insert name of Guarantor], a company incorporated in England and Wales with registered number [insert company number] whose registered office is at [insert address] (the Guarantor); and] 3 [insert name of Lender] of [insert address] (the Lender). Background (A) The Lender made available a loan facility to the Borrower on the terms and conditions set out in the Facility Agreement (as defined below). (B) The Lender and the Borrower now wish to amend the Facility Agreement upon the terms and conditions of this Agreement. IT IS AGREED as follows: 1 Definitions and interpretation 1.1 Definitions In this Agreement: Amendment Conditions Precedent • means the documents and evidence listed in Schedule 1 (Amendment Conditions Precedent); Facility Agreement • means the facility agreement dated [insert date of facility agreement] between the Borrower and the Lender; [and] [Guarantee • means the guarantee dated [insert date of guarantee] between the Guarantor and the Lender; [and] ] Party

THIS PRACTICE NOTE APPLIES TO DEFINED BENEFIT OCCUPATIONAL PENSION SCHEMES Sponsoring employers and trustees of defined benefit occupational pension schemes may need to amend a scheme's provisions for a variety of reasons. For example, the employer may wish to: • change the scheme's benefit structure • take account of legislative changes • close the scheme to new members • close the scheme to future accrual of benefits • introduce a new defined contribution section Whatever the reason, before making or agreeing to an amendment to an occupational pension scheme, sponsoring employers and trustees should ensure that they comply with their legal obligations under statute and common law. Employer considerations Sponsoring employers should consider carefully their duties under statute and employment law before making amendments to a scheme. In particular, the employer should consider: • whether it is acting in accordance with its implied contractual obligation not, without reasonable and proper cause, to act in a way calculated or likely to destroy or seriously damage the relationship of trust and confidence between the

Property Disputes analysis: This case concerned LB Brent’s application to amend a claim for possession issued on reasonableness grounds to include a claim on an absolute ground. A DDJ allowed the application. Mr Hajan appealed, asserting that on an interpretation of the relevant provisions of the Housing Act 1985 (HA 1985) the court could not add an absolute ground to an extant claim. The case turns on the meaning of the term ‘proceedings’ for the purposes of HA 1985, ss 83ZA and 83A. Applying a purposive approach to interpretation the Court of Appeal held that the term ‘proceedings’ includes a claim brought by amendment of an extant claim. This case assists landlords who having issued a possession claim on reasonableness grounds later become aware of facts that give rise to a claim on an absolute or mandatory ground. Written by Nicholas Grundy KC and Serena Lee, barristers at Five Paper, Counsel for LB Brent.

Ireland—Corporate analysis: This article, was written by A&L Goodbody LLP's Corporate & M&A Team. Under a statutory provision commenced on 16 July 2025, small companies will no longer lose their audit exemption after one failure to file in compliance with the Companies Act 2014 within a five-year period.

This Practice Note covers amendment, revocation and termination of community orders under the Sentencing Act 2020 (SA 2020). It deals with the power of revocation for breach of a community order, powers of the magistrates’ court to revoke a community order other than for a breach, powers of the Crown Court to revoke community orders other than for breach, community orders and further offences, amendment of a community order, amendment of a community order with a treatment requirement and termination of community orders. Revocation for breach of community order Under SA 2020, Sch 10 Pt 2, paras 10 and 11, a Crown Court or magistrates' court has the power to revoke a community order and resentence where an offender has failed, without a reasonable excuse to comply with any of the requirements of the order. The procedure to be followed for applications for the amendments or revocation of community orders is set out in the Criminal Procedure Rules 2025 (CrimPR 2025), SI 2025/909, Pt 32. See further, Practice Note: Breach of a community