Introduction to this document

Wording for articles to enable the company to use e-communication

The Companies Act 2006 allows for companies to use the Internet etc. in order to communicate with its members.  One way this can be done is by changing the companys articles if they dont already allow this to happen.


Check the articles

To communicate with shareholders online, firstly check the company’s articles to see if it’s expressly allowed. Even it is, each member must be asked if they’re happy to agree to this method of communication. They have 28 days to reply and if they don’t bother to respond within this timeframe, they’re deemed to have consented.

If the company’s articles don’t include this right, then the members can amend them. To do this the company’s articles can be changed by a special resolution, which will require a 75% “yes” vote. The company can either arrange for a general meeting to be set up or achieve the same result by using the written resolution procedure.



If youre proposing a change to the companys articles, the amendment must be spelled out in full in the resolution so that the members know what the new wording will say.

Dont forget to also send out a request letter to each member stating very clearly the effect of not responding to the proposal within 28 days, i.e. theyre taken to have agreed to accept the receipt of documents or information via the companys website.



The company must notify shareholders whove agreed to website communications whenever it posts new shareholders documents on its website. This will need to be done in hard copy unless the shareholder has also agreed to be communicated to by e-mail and/or fax. Not only must you notify the shareholders of the new document(s) but youre also required to tell them how to access it, where on the website it can be accessed and if its a meeting, include details of the date, time and place.

If youre planning to go down the electronic route, its sensible to also get the shareholders to agree that you can communicate with them by e-mail.  To achieve this, you must ask them to agree in writing and provide an e-mail address.



Its still possible for a member whos agreed to receive an electronic version of a document to require the company to send them a hard copy too. If such a request is received, make sure the information is sent out free of charge, within 21 days of the date of the request, otherwise an offence is committed.


Note. The company must ensure it includes on its website and on its business e-mails:

          its full registered name

          where it is registered, e.g. England and Wales

          its registration number

          the registered office address and that it is the registered office

          the name limited.