Adopting or amending company articles

It is essential that a company's articles contain the provisions that are right for that company. This is particularly the case where there are two or more directors or shareholders as the protection of their rights and interests in the company depend on the articles. See our introduction to articles for more information. This service, which covers only the process of having new articles approved by the shareholders, is most likely to be used in conjunction with one of our other services, such as:

• reviewing existing company articles, preparing a report on the company's current articles to explain their effect and whether any amendments may be required to ensure that they meet the company's requirements.
• drafting articles of association, for an existing company or for a new company, having taken instructions or discussed your requirements.
• updating company articles, replacing the existing (memorandum and) articles with up to date documentation, reflecting the changes brought in by the Companies Act 2006 and based on the current Model Articles. This can be done either with or without a review to report on the effect of those articles and whether any amendments are required.

Unless the changes to be made to the articles have already been decided and drafted, the actual process of adopting new articles or amending the existing ones will usually follow on from one of these other services.

Any changes to a company's articles must be considered and approved by the directors and then approved by the shareholders by a special resolution (75%). This resolution can be passed by a written special resolution under the new procedures in the Companies Act 2006 (our preferred procedure) or at an Annual or Extraordinary General Meeting. The directors then note that resolution has been passed and resolve to send a copy of the resolution to Companies House with the new articles and one or more official forms (depending on the nature of the changes).

All the procedures and forms were amended by the Companies Act 2006 (most of which came into effect on 1st. October 2010) and it is important that the correct procedures are followed and documents and forms produced.

The Company Law Solutions service provides all required:

• minutes of directors' meetings
• notices of shareholders' resolutions
• shareholders' consents to resolutions
• notices of resolutions for Companies House
• completed official forms
• our straight-forward, step by step guide to completing the procedures
• checking by us when the documents are completed (if required)
• despatch by us to Companies House of the completed and checked documents (if required)

If the company is a single person company, with just one director/shareholder, appropriate alternative documentation is provided.

Costs
The service described on this page will be provided at our standard benchmark price except in very exceptional cases, but please note that this service is often provided in addition to other services, such as reviewing, drafting or updating the articles.