A company changes its articles by special resolution under section 21 of the Companies Act 2006, passed by at least 75% either at a general meeting or, for a private company, as a written resolution. Within 15 days the company must send Companies House a copy of the resolution (section 30) and the full amended articles (section 26). An amendment cannot force a member to take more shares or pay more without their written consent, cannot override entrenched provisions and cannot vary class rights without the class’s consent.
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This page sets out the procedure step by step. For what articles contain and which model articles apply, see articles of association and model articles.
Who decides, and what majority is needed?
The directors usually prepare the draft, but the decision belongs to the members. Section 21(1) requires a special resolution, which section 283(1) defines as one passed by a majority of not less than 75%. For a charitable company the power is subject to sections 197 and 198 of the Charities Act 2011 in England and Wales, and to separate rules in Scotland and Northern Ireland (section 21(2) and (3)).
A decision agreed by every member can also do the job. Section 29(1)(b) treats a resolution or agreement agreed to by all the members, which would otherwise have needed a special resolution, as one affecting the constitution, so it must be filed in the same way. See unanimous consent for the limits of informal agreement.
How is the change made at a general meeting?
- Call the meeting. A private company needs at least 14 days’ notice (section 307(1)), unless shorter notice is agreed by a majority in number of members holding at least 90% of the voting shares, or up to 95% if the articles say so (section 307(5) and (6)). See general meeting notice.
- Set out the resolution. The notice must include the text of the resolution and state that it is proposed as a special resolution, otherwise it cannot be passed as one (section 283(6)). Attaching the proposed new articles avoids later argument about what members approved.
- Hold the vote. On a show of hands, the resolution needs at least 75% of the votes cast by those entitled to vote; on a poll, members representing at least 75% of the total voting rights of the members voting (section 283(4) and (5)). The meeting must be quorate.
- Minute it. Keep the minutes and a copy of the resolution for at least ten years.
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How is it done by written resolution?
Most private companies use the written procedure in section 288. The resolution must say it is proposed as a special resolution (section 283(3)). It is passed when members holding at least 75% of the total voting rights of eligible members have signified agreement (sections 283(2) and 296(4)). Unlike a meeting, abstentions effectively count against. A member’s agreement cannot be withdrawn once given (section 296(3)), and the proposal lapses if not passed within the period set by the articles or, if none, 28 days beginning with the circulation date (section 297). More detail is in written resolutions.
What has to be filed, and when?
| Document | Deadline | Authority |
|---|---|---|
| Copy of the special resolution | Within 15 days after it is passed | Section 30 |
| Copy of the articles as amended | Within 15 days after the amendment takes effect | Section 26 |
| Notice of a change to a statement of objects | Change is not effective until the notice is registered | Section 31(2) |
| Notice that entrenchment has been added or removed | When the change is made | Section 23 |
| Statement of compliance, where the articles are entrenched | With the document evidencing the amendment | Section 24 |
GOV.UK confirms the 15 day deadline for changes to a company’s constitution or articles. Section 26(2) means the filed articles do not have to repeat model article provisions that apply by reference.
Missing the deadlines under sections 26 or 30 is an offence by the company and every officer in default, with a fine up to level 3 and a daily default fine. Section 27 adds a civil route: the registrar can issue a notice requiring compliance within 28 days. If the company complies in time, no criminal proceedings can be brought for the failure; if it does not, it is liable to a civil penalty of £200 on top of any criminal liability. The wider filing rules are in which resolutions must be filed.
Afterwards, section 32 entitles any member to an up to date copy of the articles on request, and section 36 requires every copy the company issues to be accompanied by any constitutional resolution not yet written into the articles.
What limits protect members’ existing rights?
No new financial burden without consent
Section 25 provides that a member is not bound by an alteration made after they joined if it requires them to take more shares than they held when it was made, or increases their liability to contribute to share capital or otherwise pay money to the company, unless they agree in writing before or after the change. Otherwise, section 33 makes the amended articles binding on the company and every member as if each had covenanted to observe them.
Entrenched provisions
Under section 22, articles can provide that specified provisions may only be changed on conditions stricter than a special resolution. Entrenchment can only be included on formation or by an amendment agreed by all members, and it never prevents amendment by all members or by court order.
Class rights
Where the change varies rights attached to a class of shares, section 630 requires either the procedure in the articles or, if there is none, the written consent of holders of at least three quarters in nominal value of the class or a special resolution at a separate class meeting. Changing the variation clause itself counts as a variation (section 630(5)). Holders of at least 15% of the class who did not consent may apply to court within 21 days to have the variation cancelled, and it has no effect until confirmed (section 633). See variation of class rights.
Unfair prejudice
A member can petition under section 994 if the company’s affairs are conducted in a way that is unfairly prejudicial to some or all members, and that can include a proposed amendment. Among its powers, the court can order the company not to make any, or specified, alterations to its articles without the court’s leave (section 996(2)(d)). See minority shareholder protection.
How does the timetable work in practice?
Illustration only. A private company with five shareholders wants new articles allowing directors with a declared interest to vote.
- Monday 2 November 2026: the board approves the draft and circulates a written special resolution with the new articles attached. The lapse date is 28 days beginning with that day, so the end of Sunday 29 November.
- Monday 9 November: shareholders holding 80% of the votes have returned signed copies, so the resolution is passed and the new articles take effect.
- By Tuesday 24 November: the company files the resolution and the new articles at Companies House, 15 days after 9 November.
- If the company misses the deadline and the registrar issues a section 27 notice, filing within 28 days of the notice date avoids prosecution; otherwise a £200 civil penalty applies.
What mistakes come up most often?
- Filing the resolution but not the full amended articles, or the other way round.
- Circulating a written resolution that does not state it is a special resolution.
- Changing rights of one share class without obtaining that class’s consent.
- Forgetting the statement of compliance where the articles contain entrenched provisions.
- Adopting new articles that contradict a shareholders’ agreement without updating the agreement at the same time.
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Related Accountapedia entries
- Entrenched provisions in articles of association
- Converting or redesignating share classes
- Shareholders’ agreement or articles: which to use
- Ordinary and special resolutions
- What rights do shareholders have
Sources
- legislation.gov.uk: Act 2006 c. 46, section 21
- legislation.gov.uk: Act 2006 c. 46, section 283
- legislation.gov.uk: Act 2006 c. 46, section 29
- legislation.gov.uk: Act 2006 c. 46, section 307
- legislation.gov.uk: Act 2006 c. 46, section 288
- legislation.gov.uk: Act 2006 c. 46, section 296
- legislation.gov.uk: Act 2006 c. 46, section 297
- legislation.gov.uk: Act 2006 c. 46, section 30
- legislation.gov.uk: Act 2006 c. 46, section 26
- legislation.gov.uk: Act 2006 c. 46, section 31
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.