Alteration of the Articles of Association

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.

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 £250 penalty for a failure to do so.

Change Of Objects Clause - Prices From £100.00

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.

Changes To Share Capital and variation of Class Rights- Prices From £130.00

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 draft new articles with the prescribed rights, complete all necessary board minutes and resolutions and the appropriate Companies House forms. You would need to supply us with the details.

Authority to Allot - Prices From £80.00

'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. This authority lasts for a maximum of five years.

BTC Staff will complete all necessary minutes and resolutions for filing at Companies House Forms. You do not need to amand the articles of association for this event.