Overview of a Shareholders’ Resolution to Alter Articles of Association

What is a Shareholders’ Resolution to Alter Articles of Association?

A Shareholders’ Resolution to Alter Articles of Association is a resolution to amend the current Articles of Association of a company.

A Shareholders’ Resolution to Alter Articles of Association is a special resolution (i.e. requires approval of more than 75% of shareholders attending and voting on the matter).

After using a Shareholders’ Resolution to Alter Articles of Association, remember to file the relevant form to update the relevant government department or registry within the statutory time limit.

There are two options when using a Shareholders’ Resolution to Alter Articles of Association:

  • if a general meeting (i.e. a meeting of shareholders) is convened to change company name, use a Minutes of a General Meeting to Alter Articles of Association; or
  • if the company has only one shareholder or the shareholders choose to pass the resolution by way of a written resolution (which must be signed by all shareholders eligible to vote), use a Written Resolution to Alter Articles of Association.

Key points included

  • Details of your company;
  • Number of shareholders in your company;
  • Names of the shareholders; and
  • Date of passing the resolution.

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