Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
Amending Articles (Shareholder Resolution)
A template resolution for the amendment of the articles of association by the shareholders of a company in England and Wales.
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.
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About this template
What is this template?
This is a written special resolution used by shareholders to adopt new articles of association. It is not an ordinary resolution and contains specific references to section 21 and section 288 of the Companies Act 2006.
When should you use it?
Use this when a company needs to update its constitutional rules in England and Wales, rather than using a resolution to amend just a single specific clause.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1 | Approval of articles | Replaces the existing Articles of the Company in their entirety with the New Articles produced to shareholders. |
| Effective date | Effective date | Specifies that the New Articles take effect immediately upon registration at Companies House. |
| Authority to file and implement | Authority to file and implement | Authorises any director or the Company Secretary to submit the resolution and New Articles to Companies House. |
| Approval | Approval | States the resolution is passed under section 288 of the Companies Act 2006 with a 75% voting threshold. |
Who it's for
- a UK company replacing its entire articles of association with a restated version
- directors seeking shareholder approval for constitutional changes under the Companies Act 2006
How long it runs and how it's signed
How long
Used once
Signed by
Shareholders
Witness
Not required
Notarisation
Not required
Also needed
file with Companies House
Law it's drafted under
Governed by
Companies Act 2006
Refers to
section 21 of the Companies Act 2006
Refers to
section 288 of the Companies Act 2006
England & Wales note
This version is drafted for England & Wales. Scotland and Northern Ireland differ on some points — for example notice periods and tribunal procedure. Tell GitLaw where you hire and it adjusts the draft.
Categories
Jurisdiction
England & Wales
Document info
HTML document. Document created on Sat Jan 3rd, 2026. Last updated on Sat Jan 17th, 2026.
This document is public
Licensed under CC BY 4.0 (Attribution).
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