Entrenched provisions in articles of association

Q: What must be filed at Companies House, and when?

EventLegal basisWhat to file Company formed with entrenched articlesSection 23(1)(a)Tick section A9 on form IN01 and send the articles Articles amended to include entrenchmentSection 23(1)(b)Form CC01, plus the resolution and the amended articles Court or other authority restricts the power to amendSection 23(1)(c)Form CC01, ticking the court order box Entrenchment removed, by amendment or court orderSection 23(2)Form CC02, plus the resolution and the amended articles Any amendment while the articles are entrenchedSection 24Form CC03 statement of compliance, sent with the document making or evidencing the amendment Section 23 itself does not state a time limit, but the documents that go with the notice do. Section 26 requires a copy of the amended articles within 15 days after the amendment takes effect, and section 30 requires a copy of the special resolution, or of an agreement of all members that would otherwise have needed one, within 15 days after it is passed. The notes on form CC01 repeat both 15 day limits. The practical rule is to send the notice, the resolution and the new articles together within 15 days. The mechanics of filing are covered in filing resolutions at Companies House.

Q: How does this work in practice?

Illustration only. Alpha Ltd has 100 shares. Ann holds 50, Ben holds 30 and an investor, Cara, holds 20. When Cara invests, the members adopt new articles by special resolution containing an article that the pre emption rights article may only be changed with Cara's written consent. The company files the special resolution, the new articles and form CC01 within 15 days. Two years later Ann and Ben, with 80% between them, want to relax pre emption. A special resolution alone is not enough because the article is entrenched. If Cara agrees, all three members can agree the change, which section 22(3)(a) permits whatever the articles say. The company then files the resolution, the amended articles and a CC03. If the same members later delete the entrenching article altogether, the filing is a CC02 instead, and from then on no CC03 is needed for future changes. The example also shows a drafting point. If the article giving Cara her consent right is not itself protected, Ann and Ben could first delete it by special resolution and then change pre emption. Good entrenchment protects the entrenching clause too.

Q: What mistakes come up most often?

Forgetting the CC03 on routine changes. Every amendment to entrenched articles needs one, not just changes to the protected clause. Relying on section 22(2). It is not in force, so it does not stop a majority adding entrenchment, though it is often quoted as if it did. Treating a shareholders' agreement veto as entrenchment. It may bind the parties, but it is not a restriction in the articles and is not notified on a CC01. Not filing a CC02 on removal. The public record will otherwise continue to show the articles as restricted. Missing entrenchment in an old memorandum. Section 28 carries it across into the articles of companies formed before the 2006 Act. For the wider rules on what articles contain and how they are changed, see articles of association and model articles and ordinary and special resolutions. Company directors can protect the business against the cost of an HMRC check with tax investigation insurance, which pays up to £100,000 of accountant's fees with Solar Protect. Read how our cover works or get a quote.

An entrenched provision is a clause in a company’s articles of association that can only be amended or repealed if conditions stricter than a special resolution are met, such as unanimous consent or the approval of a named shareholder (Companies Act 2006, section 22). The company must tell Companies House when its articles contain entrenchment, using form CC01, and when entrenchment is removed, using form CC02. While entrenchment exists, every later change to the articles must be filed with a statement of compliance on form CC03.

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What does entrenchment actually mean?

A company normally amends its articles by special resolution under section 21(1) of the Companies Act 2006, which means a majority of not less than 75% (section 283(1)). Section 22(1) allows the articles to say that specified provisions may only be amended or repealed if conditions are met, or procedures followed, that are more restrictive than those for a special resolution. The Act calls this “provision for entrenchment”.

Typical examples include:

a requirement that a particular article can only be changed with the unanimous agreement of all members;
a higher majority than 75%, for example 90% of the voting rights;
the written consent of a named investor, founder or holder of a particular class of shares.

What is not entrenchment is just as useful to know. An article that simply repeats the special resolution requirement adds nothing. A veto in a shareholders’ agreement is a contract between the parties to it, not a restriction contained in the articles, so section 22 and the Companies House notices do not apply to it. Rights attached to a class of shares are protected by their own regime; see variation of class rights.

How are entrenched provisions created?

Entrenchment can be included in the articles a company registers on incorporation. The application to register a company (form IN01) contains a box, section A9, headed “Restricted company articles”, which is ticked where the articles contain provision for entrenchment. That is how the company gives the notice required by section 23(1)(a) on formation.

Entrenchment can also be added later by amending the articles. Section 22(2) says entrenchment may only be made on formation or by an amendment agreed to by all the members, but that subsection has never been brought into force. The commencement order, the Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008 (S.I. 2008/2860), article 3, brought in section 22(1), (3) and (4) only. In practice, therefore, an article adding entrenchment is adopted in the same way as any other amendment, normally by special resolution, unless the existing articles say otherwise. A minority that considers such a change unfairly prejudicial can petition the court under section 994, so majorities should not treat the power as unlimited.

Older companies need a further check. Under section 28, provisions that were in a company’s memorandum before the 2006 Act took effect, other than the basic statements required in a new style memorandum, are treated as provisions of the articles, and that includes any entrenchment. No formation notice is needed for these inherited provisions (section 28(3)), but the rest of the entrenchment rules apply. See memorandum of association for how old memoranda now work.

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Can entrenchment ever be overridden?

Yes, in two ways. Section 22(3) provides that entrenchment does not prevent the articles being amended by agreement of all the members of the company, or by order of a court or other authority with power to alter the articles. Section 22(4) confirms that nothing in the section affects any power of a court or other authority to alter the articles.

So a clause saying “this article can never be changed” does not mean what it says. If every member agrees, the articles can be changed regardless. What entrenchment really does is take the decision out of the hands of a 75% majority and give a blocking right to whoever the clause protects.

What must be filed at Companies House, and when?

Event	Legal basis	What to file
Company formed with entrenched articles	Section 23(1)(a)	Tick section A9 on form IN01 and send the articles
Articles amended to include entrenchment	Section 23(1)(b)	Form CC01, plus the resolution and the amended articles
Court or other authority restricts the power to amend	Section 23(1)(c)	Form CC01, ticking the court order box
Entrenchment removed, by amendment or court order	Section 23(2)	Form CC02, plus the resolution and the amended articles
Any amendment while the articles are entrenched	Section 24	Form CC03 statement of compliance, sent with the document making or evidencing the amendment

Section 23 itself does not state a time limit, but the documents that go with the notice do. Section 26 requires a copy of the amended articles within 15 days after the amendment takes effect, and section 30 requires a copy of the special resolution, or of an agreement of all members that would otherwise have needed one, within 15 days after it is passed. The notes on form CC01 repeat both 15 day limits. The practical rule is to send the notice, the resolution and the new articles together within 15 days. The mechanics of filing are covered in filing resolutions at Companies House.

What does the CC03 statement of compliance certify?

Section 24 applies whenever the articles are subject to entrenchment, or to a court order restricting amendment, and the company amends its articles in a way that requires it to send Companies House a document making or evidencing the amendment. The company must deliver a statement of compliance with that document. The statement certifies that the amendment was made in accordance with the articles and any applicable order (section 24(3)), and the registrar may rely on it as sufficient evidence (section 24(4)).

The duty is not limited to changes to the entrenched clause. Once a company has entrenched articles, any amendment to its articles needs a CC03, even one to an unrelated article. The form can be signed by a director, the company secretary or another authorised person listed on it, and Companies House notes that the information on these forms appears on the public record.

What happens if the filings are missed?

Failure to send amended articles within 15 days is an offence by the company and every officer in default under section 26(3), punishable by a fine up to level 3 on the standard scale and a daily default fine. The same applies to a failure to file a resolution under section 30. If the registrar thinks a company has not filed a document evidencing a change to its articles, or the amended articles themselves, section 27 allows a notice requiring compliance within 28 days. Complying in time prevents criminal proceedings for the original failure; not complying brings a civil penalty of £200 on top of any criminal liability.

How does this work in practice?

Illustration only. Alpha Ltd has 100 shares. Ann holds 50, Ben holds 30 and an investor, Cara, holds 20. When Cara invests, the members adopt new articles by special resolution containing an article that the pre emption rights article may only be changed with Cara’s written consent. The company files the special resolution, the new articles and form CC01 within 15 days.

Two years later Ann and Ben, with 80% between them, want to relax pre emption. A special resolution alone is not enough because the article is entrenched. If Cara agrees, all three members can agree the change, which section 22(3)(a) permits whatever the articles say. The company then files the resolution, the amended articles and a CC03. If the same members later delete the entrenching article altogether, the filing is a CC02 instead, and from then on no CC03 is needed for future changes.

The example also shows a drafting point. If the article giving Cara her consent right is not itself protected, Ann and Ben could first delete it by special resolution and then change pre emption. Good entrenchment protects the entrenching clause too.

What mistakes come up most often?

Forgetting the CC03 on routine changes. Every amendment to entrenched articles needs one, not just changes to the protected clause.
Relying on section 22(2). It is not in force, so it does not stop a majority adding entrenchment, though it is often quoted as if it did.
Treating a shareholders’ agreement veto as entrenchment. It may bind the parties, but it is not a restriction in the articles and is not notified on a CC01.
Not filing a CC02 on removal. The public record will otherwise continue to show the articles as restricted.
Missing entrenchment in an old memorandum. Section 28 carries it across into the articles of companies formed before the 2006 Act.

For the wider rules on what articles contain and how they are changed, see articles of association and model articles and ordinary and special resolutions.

Company directors can protect the business against the cost of an HMRC check with tax investigation insurance, which pays up to £100,000 of accountant’s fees with Solar Protect. Read how our cover works or get a quote.

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Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 19 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.