Amending Articles of Association

The Articles of Association for companies can sometimes become outdated due to changes in legislation. The Companies Act 2006 introduced a number of changes to the Articles of Association. One such example is that the Memorandum of Association is deemed to form part of the Articles. Companies formed prior to 2006 will not have taken advantage of these changes and incorporated relevant provision in the Articles.

When it comes to amending articles of association, we can confidently advise it is sensible for the board to review the company’s Articles on a regular basis. As the company and its circumstances change, some existing clauses may no longer be useful and, conversely, new provisions may be needed. By reviewing and, if necessary, amending articles of association, the company can strike the right balance between the needs of the directors and shareholders – giving them the right powers to run the company – while at the same time protecting the interests of shareholders.

  • Share transfers – We can assist with share transfers, completing the necessary forms, drafting the Board resolutions, providing share certificates and ensuring all documentation is compliant with your Articles.
  • Share Allotments – Do you wish to allot more shares? We can assist in ensuring your board resolution is compliant, the necessary forms are filed with Companies House and the shareholder receives a fully executed share certificate as evidence of share ownership.
  • Winding up dormant subsidiaries – do you have a number of dormant subsidiaries that you wish to wind up in order to tidy the organisation’s coporate structure? We can ensure that the dormant companies are struck off in accordance with the Companies Act.

Bridgehouse Company Secretaries can guide you through all these processes from determining whether they need changing to amending articles of association and completing the necessary paperwork. If you would find this helpful call us on 0845 055 8260 or email info@bhcsecretaries.co.uk