Adopt new articles of association: set of documents

About this set of documents

Most new companies adopt the model set of articles prescribed by the Companies Act 2006. Older companies may still be using their predecessor, Table A.

The reason is that most companies incorporate using an agent, and agents use the default set of articles. That goes further if you form a company online - you must use the model set.

There is good reason to change the company’s articles. By doing so, you can the rules under which the directors and the shareholders must operate, and gain freedom and control to run the company in ways that are more sensible given its nature. One size certainly doesn’t fit all in this case.

We strongly advise against amending the existing articles. The reason is that each rule should be considered on its own, but also within the greater management framework of the articles as a whole and any shareholders agreement that exists. Instead, adopting a new set is a better idea.

This document contains the draft minutes, notices and forms that you need in order to follow either of the procedures given in the Companies Act 2006 to adopt new articles of association.

It does not contain a set of articles. You can choose a template most suitable for the type of business you run here.

The first route is to call a general meeting of the members (shareholders in a private limited company) and pass by special resolution (agreement of at least those members holding between them 75% or more of the voting rights) a motion to change the constitution.

The second route is to use a written resolution and allow the members to give permission in writing.

Whichever option you choose, we give you all the documents you need and guidance notes on how to comply with the procedure.  Each document is straightforward and worded in plain English. The layouts and wording meets the requirements of the Companies Act.

Included are

Documents for a general meeting

1. Minutes of the board meeting of the directors
2. Consent to short notice for the general meeting
3. Notice of the general meeting
4. Minutes of the general meeting
5. Proxy voting form

Documents for a written resolution

1. Minutes of the meeting of the board of directors
2. Written resolution
3. Statement under section 291(4)
4. Member approval to the written resolution