Special Resolution - Amend Articles of Assoc

abd08

Hi all,

I have been trying to download a template/example of what a Special Resolution should look like with little success. Can anyone provide an example/link? We want to delete a few words from our existing articles, as we no longer want to keep a company secretary.

Thanks!
Raj

braken2000

What is a special resolution? Is it a change to your articles of association?

fengirl_2

'It was resolved to delete...wording..from the Articles.'
You may also need to look at the Memorandum in case it refers to a Company Secretary anywhere.

abd08

A special resolution is required when making certain changes. In my case, as we want to amend the articles of association (will check the memorandums too!!!), one has to be passed.

Is there anything in addition to the wording you've given me fengirl, or just literally fill that in and file it (we are our own registered office)?

Thanks,
Raj

Pennywise

Companies House have a special resolution form for change of name - you can easily change it to suit your own needs:

http://www.companieshouse.gov.uk/forms/generalForms/specialres.pdf

Debt_Free_Chick

Do you currently have a Company Secretary?

If yes, what is to happen to their employment? Are they going to resign? Are there employment consequences? (yes, if one is in place - and there should be one as you needed one prior to 6.4.2008)

To your original question, surely you can amend the AofA by written resolution, rather than Special Resolution at a meeting?

Finally, if you have no Co Sec, who is going to be responsible for all the Companies Act and other compliance currently undertaken by the Co Sec? If no-one specific is appointed, then it will fall directly to the Directors.