Amending the articles of association

This PrACTice Note summarises the procedure to amend or change a Company’s Articles of association in accordance with the Companies Act 2006 (CA 2006).

Why amend the articles?

There are many different reasons why a company may want, or be required, to amend its articles of association. The following are a few common examples of reasons to change the articles:

• the company has changed its name and it needs to update references to its name in its articles of association
• the company is changing its status, for example, it is re-registering from a Public limited company to a private limited company and it needs to update its articles to reflect such change and to make consequential amendments in relation to the different requirements for private limited companies
• the company wishes to alter the rights attaching to its shares or is introducing a new class of shares
• the law has recently changed and the company wishes to update its articles to reflect the new law
• the company wishes to make general improvements to the language

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Jurisdiction(s): United Kingdom

Related legal acts:

Companies Act 1985 (1985 c 6)
Companies Act 2006 (2006 c 46)

Key definition:

Articles of association definition

What does Articles of association mean?

The principal constitutional document of a company, dealing with management and administration issues, most notably powers of directors, transfer and issue of shares, and board and member meetings. The articles form the fundamental contract between the company and the shareholders and must be available for public inspection at Companies House.

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