How to amend articles of association (UK): board meeting, special resolution and filing

If your company is a private limited company registered in the UK and you want to change its articles of association, there is a specific corporate procedure to follow so that the amendment is legally valid under the Companies Act 2006. In broad terms, the directors approve the change at a board meeting, the shareholders then approve it by special resolution, and the resolution and new articles are filed at Companies House. This guide walks through the ten steps I use in practice, with the four template documents that go with them: document A (the model articles), document B (notice of board meeting), document C (board minutes) and document D (written special resolution).

How the procedure works

Before the steps, it helps to understand the shape of the process. First, the directors hold a board meeting and vote on whether to approve the amendments. Second, the shareholders vote to approve the same amendments. There are two main ways for the shareholders to do that:

• At a general meeting. The shareholders meet and vote. You need 75% of the shareholders in agreement on a show of hands, which is the default. If you decide instead to vote on a poll, which counts the shares each shareholder holds, the threshold is 75% of the voting shares.
• By written resolution. This is a document the shareholders sign if they agree with it. As soon as the requisite 75% threshold is met, the resolution is passed. In theory it is quicker, because you do not need to give notice of a shareholder meeting, and you do not need to check the articles for how many days' notice is required.

I use the written resolution in this guide because, in my opinion, it is quicker and involves fewer formalities. If your shareholders would rather meet and vote, the steps below still apply; the shareholders' approval is simply recorded at a general meeting instead of on a signed document.

Step 1: find and amend your articles of association

If your company has the model articles, which every company has unless it has amended them or uploaded a new set, you can start from document A, the model articles provided by the UK government. If you have bespoke articles, start from those.

Make the amendments you need. For example, you might be adding different classes of shares, or adding drag-along or tag-along rights. Whatever the change is, it goes into the articles now, before any of the approvals. The documents in the later steps all refer to "the amended articles", so you need a final version of them before you can complete the notice, the minutes or the resolution.

Step 2: prepare the notice of board meeting

Use document B, the notice of board meeting. To keep it simple, the template has a table at the top, and that table is the only thing you need to complete. The left column lists the defined terms used in the body of the notice; the right column holds the definition for each term, with drafting instructions telling you what information to put in.

A notice needs to be prepared for each director of the company. You will send them out at step 5. Preparing the notice now, rather than at the point of sending, means you can check the dates in the notice, the minutes and the resolution against each other before anything goes out.

Keeping statutory registers up to date

A brief but important aside. If you are a private limited company in the UK, you need to keep statutory registers. These are like spreadsheets that record important information about the company: who the directors are, their names, residential and correspondence addresses, who the shareholders are, and who the people with significant control are.

The registers matter here because the notice of board meeting, and later the written resolution, should be sent to the addresses recorded in them. If your company does not have statutory registers, do not panic. Unfortunately it is quite common among small companies. Put them in place now, so that the rest of this process is done properly. There are free template statutory registers available, and completing them for a small company is usually a short job.

Step 3: prepare the board minutes

Use document C, the board minutes. Again there is a table with defined terms on the left and definitions on the right. The aim is that, if everything goes smoothly, you do not have to amend the body of the minutes at all, because board minutes tend to be a little more complex than the other documents. Complete the table, read the minutes through once, and leave the body alone unless something in your situation genuinely differs from the standard wording.

Step 4: prepare the written special resolution

Use document D, the written resolution. This is the document the shareholders sign to agree to the amendment of the articles. It has the same table of defined terms, and the body of the resolution is thankfully quite short and should not need changing. Insert the name of each shareholder of the company and give each one a corresponding space to sign.

The template includes notes explaining to shareholders how they can deliver their agreement. If you are sending the resolution out for signature through e-signature software, you may not need those options: you upload one document, place the signature fields and that is about it. If you are sending it by post or email instead, send each shareholder the resolution, ask for their signature, and, as with the directors' notice, use the address registered in your statutory registers.

Steps 5 and 6: call and hold the board meeting

• Step 5: call the board meeting. Send document B, the notice you prepared, to each director.
• Step 6: hold the board meeting. This can be in person at a physical location, by video conference, or even by telephone. The board minutes should reflect how each director attended, for example "attended by telephone".

A few points on completing the minutes:

• Present. List the directors who are actually present. Attending by video conference counts as present.
• Apologies. List any directors who were not able to attend.
• In attendance. Sometimes people like their lawyers or accountants to be at the board meeting, the benefit being that they can advise the board. If so, add another row titled "in attendance" and list their names and which firm they are from.

Step 7: adjourn and circulate the written resolution

While the board meeting is being held, it needs to be adjourned so that the written resolution, document D, can be circulated to the shareholders. The template minutes show exactly where this happens: at that point the chair says the meeting is adjourned to allow the shareholders to vote.

This still needs to be done even if the shareholders are the same people as the directors. In an owner-managed company that can feel like a formality, but the directors' approval and the shareholders' approval are two separate decisions under the Companies Act, and the paperwork needs to show both. You send out the written resolution and ask everyone to sign. Ideally that happens immediately, and if the shareholders are in the room they can sign there and then.

Steps 8 and 9: reconvene and sign the minutes

• Step 8: reconvene the meeting. Once the resolution is signed, the chair brings everyone back and announces that the written resolution has been passed.
• Step 9: sign the board minutes. The chair signs document C, the completed board minutes.

Step 10: file the new articles at Companies House

The final step is to file two documents at Companies House: the written resolution (document D) once it has been signed by everyone, and the amended articles of association. Search for "upload documents to Companies House", click "Start now", use your company's information to access the service, and submit the two documents. Once that is done, your company's articles of association have been successfully amended, and the new articles will show on the company's filing history for anyone who needs to check them.

Next steps

Work through the ten steps in order using the templates, and keep signed copies of the notice, minutes and resolution with your statutory registers. Bear in mind that there are limits on what the articles can be changed to say, so if your amendments are more than routine, speak to a corporate solicitor before the board meeting. And since running a company inevitably involves share transfers at some point, it is worth learning that procedure next.