Amending Articles (Shareholder Resolution)

Updated 17 January 2026

A template resolution for the amendment of the articles of association by the shareholders of a company in England and Wales.

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Shareholders are required to approve amendments to a company's articles of association in England and Wales using a special resolution - directors do not have the authority to do so alone.

Amendment to the Articles of Association

IT IS RESOLVED THAT, as a special resolution of shareholders of the Company pursuant to section 21 of the Companies Act 2006:

Approval of articles

The Articles of the Company be and are hereby amended in their entirety by adopting the amended and restated articles of association in the form produced to the shareholders and initialled by the Chair for identification (the "New Articles"), in substitution for, and to the exclusion of, the existing Articles.

Effective date

The New Articles shall take effect immediately upon registration at Companies House.

Authority to file and implement

Any director or the Company Secretary be authorised to:

sign, file and submit the New Articles and this resolution at Companies House; and

do all acts and things which they consider necessary or desirable to give effect to this resolution.

Approval

This written resolution is passed in accordance with section 288 of the Companies Act 2006 and shall take effect when it has been approved by shareholders holding not less than 75% of the total voting rights of the Company.

About this template

What is this template?

Amending Articles (Shareholder Resolution) is a free, ready-to-use Corporate Governance template you can open, customize, and download on GitLaw. It gives you a professionally structured starting point, so you never have to draft from a blank page. The wording is plain and modern, organized into clear sections that are easy to read, edit, and adapt to your own situation before you share or sign it.

When should you use it?

Reach for this Corporate Governance template whenever you need a reliable agreement quickly and want to be sure the essentials are covered. It suits individuals, freelancers, startups, and established businesses alike. Instead of paying for a document drafted from scratch, you can start here, tailor the details to your arrangement, and have a polished draft ready in minutes. This version is drafted with England & Wales in mind, though you should always review the final wording against the laws that apply to you.

What's typically included?

A well-drafted Corporate Governance usually sets out the parties involved, the scope of the agreement, and each side's rights and responsibilities. Expect sections covering key terms and definitions, how long the agreement lasts, how it can be ended, and what happens if something goes wrong. This template brings those building blocks together in a sensible order, so you can focus on the specifics rather than worrying about what to include. Open it to read the full document, then sign up to edit, negotiate, and e-sign it directly in GitLaw.

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