Changes to a Company's Constitution and Amendments to the Articles of Association

There can be many an instance for the need to reorganise the company for either constitutional or shareholding requirements, many of them event driven, for example.

• Sale of a business, or mergers and acquisitions.
• Introduction of new shareholders.
• Conversion to PLC from a private company and other reclassifications of the company.
• Introduction of new share classes, for instance, Class B ordinary shares, or sub-division and consolidation of shares.
• Rights attaching to classes, such as non voting Rights or rights to assets upon dissolution.
• Change to the Company objects clauses or pre Emption rights.
• Directors' rights for the allotment of different classes of share.

NB. You do not now need to put the new name on your articles and/or memorandum when changing the name of the company. Please see our section Company Name Change.

As professional advisors these are tools available to you to achieve the best advice and service to your client, for example on a sale of a business by division of the Company or the adoption of an employee share scheme which protects the rights of the original owners.

Every situation is unique to the individual company and we will be pleased to discuss the requirements for each case. We will then produce all the minutes, resolutions, new amended Articles and other Company House forms as required for signature and filing. We will on completion produce new copies of the revised Articles for you and your client, either in PDF or printed format.

Please note that any alteration to the Articles requires an amended set to be filed at Companies House within 15 days after the passing of the resolution. The registrar has the power to impose a £200 penalty for a failure to do so.

For amendments to Companies formed under Table A of the 1985 Act, please read our section for 'Company Health Check Service' first. We will be pleased to discuss your requirements with you.

Change Of Objects Clause - Prices From £45.00

Companies registered under the Companies Act 2006 have unrestricted objects. However, they may choose to restrict them in their articles by passing a special resolution and completing the ‘statement of objects’ on Form CC04. The amendment to the objects is not effective until the form has been registered by Companies House. The company must also file a copy of the revised articles within 15
days of the date the resolution was passed or made.

Companies registered under the 1985 or earlier Companies Acts can also amend their articles to take advantage of these provisions. Although their objects are listed in their memorandum these will be deemed to form part of the articles and they are required to send a copy of the resolution and a copy of the amended articles or the memorandum if the company has amended its memorandum.

BTC Staff will complete all necessary minutes and resolutions and the appropriate Companies House Forms. You would need to supply us with the details via e-mail or complete the enquiry form below.

Re-Registration of a Company - Prices From £95.00

A company may alter its status and re-register in a number of ways, for example;

• from a private company (limited by shares or unlimited) to a public company;
• from a public company to a private company limited by shares;

A public company can re-register as private by passing a special resolution to do so. The company must deliver the application to re-register to Companies House on Form RR02. This should be accompanied by a copy of the special resolution and a printed copy of the amended articles of association.

A private company with a share capital may re-register as a public company by passing a special resolution to do so. The company must deliver the application to re-register as a public company to Companies House on Form RR01, accompanied by;

• a copy of the special resolution;
• a printed copy of the amended articles of association;
• a copy of the relevant balance sheet;
• a copy of the auditor’s written statement;
• a copy of the auditor’s unqualified report.

BTC Staff will complete all necessary minutes and resolutions and the appropriate Companies House Forms. You would need to supply us with the details via e-mail or complete the enquiry form below.

Changes To Share Capital - Prices From £55.00

As business needs change, directors of limited companies have a number of options to control share capital and shares.  For example, a company may wish to raise funds from existing shareholders. It may also choose to issue share capital to introduce new investors into the company's business or to re-organise the existing structure of the company.

A company may therefore want to have different types of shares, some or all with different conditions attached to them. Typically, share types fall into the following categories:

• Ordinary: These are the ordinary shares of the company with no special
  rights or restrictions. The company may divide them into classes of different
  values;
• Preference: These shares carry a right that the company should pay any
  annual dividends available for distribution on these shares before other
  classes;
• Cumulative preference: These shares normally carry a right that, if the
  company cannot pay the dividend in one year, it will carry it forward to
  successive years;
• Redeemable: These shares are issued by the company with an agreement
  that it will buy them back at the option of either the company or the
  shareholder after a certain period, or on a fixed date. A company cannot have
  only redeemable shares.

BTC Staff will complete all necessary minutes and resolutions and the appropriate Companies House forms. You would need to supply us with the details via e-mail or complete the enquiry form below

Variation of Class rights - Prices From £55.00

Rights attached to a class of shares (‘class rights’) typically cover matters such as voting rights, rights to dividends and rights to a return of capital on winding up. The articles of association may set out class rights and may contain provisions for altering (‘varying’) those rights. The company must also file a copy of the revised articles within 15 days of the date the resolution was passed or made.

BTC Staff will complete all necessary minutes and resolutions and the appropriate Companies House Forms. You would need to supply us with the details via e-mail or complete the enquiry form below.

Authority to Allot - Prices From £45.00

'Allotment' is the process by which a person acquires an unconditional right to be issued with shares. Directors allot shares on the company’s behalf, but either the company’s articles or a resolution of the company needs to authorise them to do so.

An exception to this is that a private company incorporated under the 2006 Companies Act, that will only have one class of shares following the allotment, does not need any prior authorisation from the company to allot shares unless there is a specific restriction in the articles. Private companies incorporated before this date will need to pass an ordinary resolution to qualify for this exemption, provided there is no specific restriction in their articles.

However a company with two or more classes of share will require a resolution of the company authorising them to allot as per Section 551 CA 2006.

BTC Staff will complete all necessary minutes and resolutions and the appropriate Companies House Forms. You would need to supply us with the details via e-mail or complete the enquiry form below.

COMPLETE YOUR ENQUIRY FORM