Amended Articles Of Association for the United Kingdom

Amended Articles Of Association Template for England and Wales

Amended Articles of Association are a fundamental constitutional document that sets out the rules governing how a company registered in England and Wales operates. These amended articles modify the existing rules regarding internal management, decision-making processes, and relationships between shareholders and directors. They must comply with the Companies Act 2006 and are legally binding once properly adopted through a special resolution.

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What is a Amended Articles Of Association?

Amended Articles of Association become necessary when a company needs to update its governing rules to reflect changes in its structure, operations, or legal requirements. This document, regulated under English and Welsh law, requires approval by special resolution (75% of shareholders) and must be filed with Companies House. The amendments might be needed due to changes in share classes, director powers, voting rights, or to modernize governance structures. Companies often review and amend their articles following significant corporate events, regulatory changes, or strategic restructuring.

What sections should be included in a Amended Articles Of Association?

1. Interpretation: Definitions and rules for interpreting the articles

2. Share Capital: Details of share classes, rights, and transfer provisions

3. Directors: Powers, duties, appointment, and removal procedures

4. Decision-Making by Directors: Board meeting procedures and written resolutions

5. Members: Rights, obligations, and procedures for members

6. General Meetings: Procedures for calling and conducting meetings

What sections are optional to include in a Amended Articles Of Association?

1. Share Premium Account: Required if company issues shares at premium. Used for companies with complex share structures

2. Alternate Directors: Provisions for appointing alternate directors. Used for larger companies or those with international boards

3. Class Rights: Specific rights attached to different share classes. Used when multiple share classes exist

What schedules should be included in a Amended Articles Of Association?

1. Share Rights Schedule: Detailed description of rights attached to different share classes

2. Proxy Form: Standard form for appointing proxies at general meetings

3. Restricted Matters: List of matters requiring special approval

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Industries

Companies Act 2006: Primary legislation governing company law in the UK, covering Articles of Association (Part 3), Members' rights (Part 8), Directors' duties (Part 10), Resolution making (Part 13), and Control and membership (Part 14)

Model Articles for Private Companies Limited by Shares (2008): Secondary legislation providing standard default articles for private limited companies

Model Articles for Public Companies (2008): Secondary legislation providing standard default articles for public limited companies

Companies (Model Articles) Regulations 2008: Secondary legislation setting out the framework for model articles and their application

Corporate Governance Code: Set of principles and provisions for good corporate governance practices, particularly relevant for listed companies

Financial Services and Markets Act 2000: Legislation governing financial services and markets regulation, relevant if the company operates in regulated financial sectors

UK Listing Rules: Rules applicable to companies listed on UK stock exchanges, setting out requirements for listing and ongoing obligations

Disclosure and Transparency Rules: Regulations governing corporate disclosure requirements and transparency obligations

Small Business, Enterprise and Employment Act 2015: Legislation affecting various aspects of company administration and transparency

Existing Articles of Association: Current articles that need to be reviewed and considered when making amendments

Shareholders' Agreements: Existing agreements between shareholders that must be considered to ensure amendments don't conflict with established rights

Class Rights: Existing rights attached to different classes of shares that must be preserved or properly addressed in amendments

Stock Exchange Requirements: Specific requirements imposed by stock exchanges if the company is listed, which may affect article provisions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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