Changing company articles after formation

Hello! I am Gemma, your legal assistant here at Lawyer Destroyer. I would be happy to help you with this.

The short answer is yes, you absolutely can change your company's articles of association after it has been formed. This is a very common process, as business needs often change over time.

The legal position:

Under company law in England and Wales, you can change your articles by passing what is known as a special resolution. A special resolution requires the agreement of shareholders who hold at least 75 per cent of the voting rights in the company.

How to make the change:

If you are a private limited company, there are two main ways to get the shareholders to agree to the change.

The first and often easiest way is a written resolution. You circulate the proposed new articles and the wording of the resolution to all eligible shareholders, and they sign it to show their agreement.

The second way is to hold a general meeting. You would need to give your shareholders the correct notice, which is usually 14 days, provide them with the proposed new articles, and hold a formal vote at the meeting.

Practical next steps:

1. Review your current documents. Before making changes, check if you have a shareholders agreement, as these often contain specific rules about how and when you can change the articles. You should also check your current articles just in case there are any special clauses making them harder to change, though this is quite rare.

2. Draft the new articles. Make sure the new rules are clear, accurately reflect how you want to run the company, and are ready for the shareholders to read.

3. Pass the special resolution. Ask the shareholders to vote at a meeting or sign a written resolution so that you reach that 75 per cent agreement threshold.

4. File the documents with Companies House. This is a strict legal requirement. Within 15 days of the resolution being passed, you must send Companies House a copy of the signed special resolution and a copy of your brand new articles of association.

Things to keep in mind:

While you only need 75 per cent of the votes to change the articles, you cannot use this power to unfairly harm the minority shareholders who might hold the remaining 25 per cent. Any changes you make must be done in good faith and for the genuine benefit of the company as a whole.

Please let me know if you would like to look closer at the written resolution process or if you have a specific change to your company rules in mind.