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:
- A new enactment, or change in legislation, would make your constitution illegal in the United Kingdom.
- You get instructions from a court, or from a regulating authority (such as the Charity Commission) to make a change or an amendment.
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:
- ‘Form CC04‘ to give notice of the change in the company’s objects. The statement provides notice that a company is changing the objects in its articles.
- ‘Form CC05‘ to change constitution by legal instrument. Use this form if a change in the law forces your constitutional change.
- ‘Form CC06‘ for a change of limited company constitution enforced by an order of court or other authority.
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:
- A copy of the company resolution within fifteen (15) days of the agreement.
- A copy of the amended articles of association within fifteen (15) days of when they will take effect.
- All other forms (where applicable) within fifteen (15) days of making the changes.