The Companies Act 2006 introduced several changes to the way companies are registered and operate in the UK.
One of the major changes introduced by the Companies Act 2006 is the introduction of new Model Articles. The Model Articles apply to private and public companies incorporated on or after 1 October 2009 and completely replace the Companies Act 1985 default Articles known as "Table A". The Model Articles do not affect existing companies unless they choose to adopt it. If you want to completely change your company Articles of Association and adopt a completely new set of Articles then please see: Special Resolution - Adopt New Articles of Association.
Companies incorporated before the 1 October 2009 can choose to change their Articles of Association by Special Resolution, to bring them in line with changes in the law as expressed in the Model Articles.
Companies incorporated after 1 October 2009, which have adopted the new Model Articles, and now wish to change few provisions or introduce new provisions to their Articles must pass a Special Resolution in order to do so.
This Special Resolution – Amend Articles of Association template can be used by companies, both incorporated before or after 1 October 2009, that wish to change the provisions contained in their Articles of Association and/or want to introduce additional provisions in their Articles.
Please note that a copy of the Resolution must be delivered to Companies House within 15 days of it being passed. Also, a copy of the amended Articles must be attached to the Resolution, it is an offence not to do so under section 34 of the Companies Act 2006.