Can I change my company's articles after incorporation?
By SuLe · Updated 24 May 2026
Yes — you can change your company's articles of association at any time by special resolution, which needs 75% or more of shareholders' votes. The signed resolution and a copy of the amended articles must then reach Companies House within 15 days. A solo founder can do it in an afternoon; once investors hold shares, expect consent rights and lawyers to be involved.
Key facts
- Articles are changed by special resolution: 75% or more of shareholders' votes (Companies Act 2006).
- The resolution and the full amended articles must be filed at Companies House within 15 days.
- Private companies can pass the resolution in writing — no shareholder meeting needed.
- If you registered nothing at incorporation, you are on the default model articles.
- A shareholders' agreement can add consent requirements on top of the 75% the statute asks for.
How do I change my company's articles?
Three steps: draft the change, pass a special resolution, file at Companies House. The articles of association are your company's public rulebook, so every change follows this statutory route — there is no informal version.
A special resolution needs 75% or more of the votes. For a private company the practical route is a written resolution circulated to shareholders for signature, which passes the moment enough votes are in — no meeting, no minutes of a gathering that never happened.
Then file the resolution and the complete amended articles at Companies House within 15 days. The change itself normally takes effect when the resolution passes; the filing keeps the public register accurate.
When is it worth changing your articles?
When the default stops fitting how the company actually runs. Model articles suit a simple company with a couple of directors and one class of shares; startups tend to outgrow them quickly.
Common triggers include fixing sole-director decision-making (a known doubt under unamended model articles), creating a new share class for investors, and adding vesting or leaver provisions that bite on founder shares.
The biggest rewrite usually comes at your first priced funding round, when investors require a full new set of articles as a condition of investing. At that point you are not tweaking — you are adopting their market-standard suite.
Are there changes I can't make?
A few. A change cannot force an existing shareholder to take more shares or increase their liability without their written consent — that protection sits in the Companies Act 2006 itself.
If the company has more than one class of shares, a change that varies the rights attached to a class generally needs separate consent from that class, on top of the special resolution. And courts can unwind amendments used to unfairly target a minority shareholder, so the 75% is not a licence to expropriate the 25%.
Finally, contract beats convenience: if your shareholders' agreement gives an investor a veto over changing the articles, a validly passed resolution can still put you in breach.
What happens after the resolution passes?
The new articles normally apply immediately, and the 15-day filing clock starts. Send Companies House the resolution and the full amended text — not just the pages you changed — and keep a clean adopted copy with your statutory books.
Miss the filing and the change is still valid, but the company and its officers commit an offence and the public register goes stale. Stale articles surface at the worst moment: an investor's lawyers running due diligence will read the filed version, not the one on your laptop.
| Step | What happens | Deadline |
|---|---|---|
| 1. Draft | Mark up the existing articles or adopt a clean new set | — |
| 2. Check consents | Shareholders' agreement vetoes; separate class consents if rights are varied | Before the vote |
| 3. Pass a special resolution | 75% or more of votes, usually as a written resolution | — |
| 4. File at Companies House | The resolution plus the full amended articles | Within 15 days |
| 5. Update your records | Keep the adopted set with your statutory registers | Straight away |
Worked example
Ravi and Georgia incorporated Lumenpay Ltd, a payments startup, on model articles with 100 £1 shares — Ravi holds 60, Georgia 40. An angel now offers £60,000 for 20%, conditional on bespoke articles with proper pre-emption and drag-along mechanics.
Their solicitor drafts a full replacement set. Both founders sign a written special resolution — 100 of 100 votes, comfortably past the 75% threshold — and the new articles take effect that day. The resolution and articles reach Companies House twelve days later, inside the 15-day window.
Lumenpay then issues the angel 25 new shares at £2,400 each: £60,000 in, 125 shares in issue, and the angel's 25 shares are exactly 20% — on a £240,000 pre-money valuation (100 × £2,400).
Where founders go wrong
Passing the resolution and never filing it.
The 15-day deadline is easy to miss without a diary entry — and late filing is an offence.Patching individual articles until the set contradicts itself.
After two or three amendments, adopt one clean consolidated set instead.Ignoring the shareholders' agreement.
A resolution can satisfy the Companies Act and still breach an investor's contractual veto.Counting shareholders instead of votes.
A special resolution needs 75% of votes cast — with unequal holdings or share classes, headcount tells you nothing.
Related questions
What percentage do I need to change the articles?
A special resolution, which means 75% or more of shareholders' votes — not 75% of shareholders by headcount. Private companies can pass it as a written resolution, with no meeting. Before you count votes, check whether a shareholders' agreement gives any investor a separate right of veto over the change.
Do model articles apply if I never chose any?
Yes. If you registered no bespoke articles at incorporation, the model articles prescribed under the Companies Act 2006 apply automatically. They are a workable default for a simple company, but most startups outgrow them — commonly at the first funding round, or earlier if there is a sole director. [More: Should I use model articles or bespoke articles of association?]
When does an articles change take effect?
Usually as soon as the special resolution passes, unless the resolution says otherwise. The filing at Companies House — the resolution plus the full amended articles, within 15 days — records the change rather than activating it. Late filing does not undo the change, but it is an offence and leaves the public register wrong.
Will investors want new articles when I raise?
Almost certainly. A priced equity round nearly always involves adopting a complete new set of articles — creating the investor share class and setting out pre-emption, drag-along and leaver mechanics. Adopting them is one of the shareholder resolutions passed at completion, so build it into your round timetable. [More: What board and shareholder resolutions does a funding round need?]
Changing your articles is mechanically simple and easy to get subtly wrong — a missed class consent, a contradicted clause or a breached investor veto only surfaces when the stakes are highest. A SuLe solicitor can draft the amendment, check the consents and handle the filings. Book a free 15-minute consultation about your setup before you put the resolution to a vote.
Keep reading: Should I use model articles or bespoke articles of association? · Can I be the sole director and shareholder of my startup? · How many shares should I issue when incorporating a UK startup? · What are directors' duties under the Companies Act 2006? · What are pre-emption rights — and how are they disapplied? · What board and shareholder resolutions does a funding round need?
Primary sources: Companies Act 2006 · GOV.UK — Running a limited company
