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A company’s Articles are the regulations governing its internal management and they will usually, amongst other things, cover such matters as the rights of shareholders, the transfer or transmission of shares, the appointment, removal and powers and conduct of directors and the conduct of board meetings and general meetings.

1931 Act Company

Subject to any provisions contained in the Memorandum of Association of the Company, a 1931 Act Company may at any time add to or alter all or any of the provisions contained in its Articles by a special resolution (this being a members resolution passed by 75% or more of the members who attend and vote at a properly convened members meeting).

No reason needs to be given and any alteration or addition is deemed to be as valid as if they had been contained in the original Articles.

When altered, a copy of the amended Articles, together with a printed copy of the special resolution must be delivered to the Registrar of Companies within one month of the special resolution having been passed.

2006 Act Company

Subject to the Memorandum of Association of the Company (see below), the members of a company may by resolution amend the Articles of the Company.

In respect of amending the articles, the memorandum of a company may include one or more of the following provisions:

1. That the articles (or specified provisions of the articles) may only be amended by a member or members holding a specified majority of the voting rights.
2. That the articles (or specified provisions of the articles) may be amended only if specified conditions are met.
3. Subject to 1 and 2 above, that the directors be authorised, by resolution, to amend the articles.
However the directors of a company shall not have the power to amend the articles:

a. To restrict the rights or powers of the members to amend the memorandum or articles
b. To change the majority of the voting rights of members required to be exercised in order to pass a resolution to amend the articles.
c. in circumstances where the memorandum or articles cannot be amended by the members.

When altered a copy of the amended Articles together with Form IM03 must be delivered to the Registrar of Companies within one month of the resolution having been passed.

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