How to amend articles of association in United Kingdom

Special resolution under s. 21 and s. 283

UK amendment of articles requires a special resolution. Under CA 2006 s. 283, special resolution is defined as a resolution passed by a majority of not less than 75% of votes cast. This is the highest threshold among the priority jurisdictions: higher than the Canadian two-thirds, higher than US states' majority or two-thirds defaults, higher than NY's majority-of-votes-cast.

Written resolution under s. 288 (private companies)

Private UK companies may pass special resolutions by written resolution under CA 2006 s. 288. The threshold for a written special resolution is 75% of the total voting rights of eligible members (members entitled to vote on the resolution). This is functionally equivalent to a 75%-of-votes-cast threshold at a meeting where 100% turn out.

Filing with Companies House under s. 26

A copy of the amended articles must be filed with Companies House within 15 days of the resolution. The articles take effect from the date of the resolution (not the filing date), but the filing is a statutory obligation. Late filing can attract a fine under s. 26(4).

Variation of class rights under s. 633

If the amendment varies the rights attached to any class of shares, separate consent of that class is required under CA 2006 s. 633. The consent threshold for a class right variation is a written consent from members holding at least three-quarters of the nominal value of the issued shares of that class, OR a special resolution passed at a separate class meeting (75% of class votes cast). This is a separate procedural step in addition to the general s. 21 special resolution.

Class objection rights under s. 634

If a class consents to the variation under s. 633 but holders of at least 15% of the class did not vote in favour, those holders may apply to court under s. 634 to have the variation cancelled. The court has discretion to cancel the variation if it would unfairly prejudice the objecting class members. This is a UK-specific protective remedy not found in US or Canadian regimes.

Procedure

The amendment procedure as it applies in United Kingdom, in seven steps:

1. Confirm the articles provision to amend

   Identify the article being amended. Review the existing articles of association (which are publicly filed at Companies House). Confirm whether the amendment varies the rights attached to any class of shares (triggering s. 633 class consent and s. 634 objection rights).

2. Draft the amendment in clean replacement form

   Draft the amendment as the new article text. UK practice typically restates the entire affected article rather than redlining it.

3. For class-rights variations: obtain s. 633 class consent first

   If the amendment varies class rights, obtain class consent under s. 633 (three-quarters of class nominal value in writing, OR special resolution of the class at a class meeting). Class consent is a separate step before or concurrent with the general s. 21 special resolution.

4. Pass the s. 21 special resolution at a general meeting or by s. 288 written resolution

   Either a general meeting with 75% of votes cast in favour, or (for private companies) a written resolution under s. 288 with 75% of the total voting rights of eligible members. The s. 21 special resolution is the general-application amendment authority.

5. File the amended articles with Companies House within 15 days under s. 26

   A complete copy of the amended articles is filed at Companies House via WebFiling. The filing fee is modest (currently £10 to £15 depending on filing channel). Late filing under s. 26 can attract a fine.

6. Record the amendment in the company's statutory registers

   Place the special resolution, the s. 633 class consent (if applicable), the amended articles, and the Companies House filing acknowledgment in the company's statutory registers (the UK equivalent of the minute book).

7. Manage s. 634 class-objection window and notify counterparties

   If the amendment varied class rights, the 15% class minority has 21 days from the date of class consent to apply to court under s. 634. The corporation cannot definitively rely on the variation until the s. 634 window has passed. Notify counterparties to material contracts. Update statutory registers and Companies House filings.

Common mistakes

Common UK-specific failure points in amending articles:

• Treating the threshold as a simple majority (UK requires 75% special resolution, the highest in the priority set)
• Missing the s. 633 separate class-consent requirement for class-rights variations
• Failing to file amended articles with Companies House within the 15-day s. 26 deadline
• Not managing the s. 634 class-objection 21-day window for class-rights variations