Introduction to this document

Notice of general meeting
to alter the articles of association
of the company

You’ve checked the company’s articles and think they need updating. This requires the consent of the existing shareholders. Use our notice to hold the GM in order to effect the proposed changes.

Advice

To alter the company’s articles, the shareholders need to pass a “special resolution” at a general meeting (GM). This means that at least 75% of the members must vote in favour of the changes. 14 clear days’ notice (unless the company’s articles say otherwise or the shareholders have agreed to short notice) will have to be given before the GM is held.

Tip

Make sure that the proposed changes to the articles are clearly set out in the notice. That way, members will know in advance what the changes are and have time to think about them.

Be careful

You can’t just change things willy-nilly. Changes to the articles can only be made if they are in the interests of the company as a whole, e.g. not just one or two powerful shareholders.

Don’t forget

Once the changes have been sanctioned by the shareholders, it’s a requirement that the amended articles and the resolution are lodged with Companies House within 15 days of the resolution being passed, and be kept for a minimum of ten years.