The UK Rules
Constitution and Articles of Association

Amend Constitution and Articles of Association

There are several valid reasons to change the company constitution and articles of association. Find out when you must change your constitution, how to send the changes, and the deadlines for doing so.

Creating a 'memorandum and articles of association' is part of setting up a private limited company.

The 'articles of association' provide the written rules about running the company. The directors, shareholders, and the company secretary must all agree to these rules.

That is why you need agreement from all shareholders before you can change company articles of association. You can also make changes to the company 'objects' (what it does as a business).

When to Change Company Constitution

Once your shareholders have agreed to make the change (by way of a 'resolution') you will be able to amend the constitution of your private limited company.

But, there are also certain situations whereby you 'must' make amendments to your constitution. For example, a change would be necessary if:

Sending Notification of the Changes

You would need to send your changes as notification after making alterations to your company's constitution. Be sure you include a copy of the resolution that you passed along with the new articles of association.

There may be an extra form to fill in and send to Companies House with your other documents. It would depend on the reason for amending the company constitution and articles of association.

Thus, you may also need:

Companies House Offices

Companies House has offices that deal with corporate information in London, Cardiff, Belfast, and in Edinburgh.

Send a copy of the resolution, a copy of your new articles, and any other relevant forms to the nearest Companies House office.

Note: You would need to include a copy of the law enactment if a special enactment enforces the change.

Deadline for Sending Your Changes

There are certain deadlines for sending in your documents of notification. You would need to send:

ALSO IN THIS SECTION

Changing Company Status | You can change status to a public company or to an unlimited company.

Register a Company Charge | Using company assets as security for a loan or overdraft (aka 'charges').


How to Change Company Constitution and Articles of Association in United Kingdom

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