CC03 Statement of Compliance Where Amendment of Articles Restricted

The management and internal operation of a company is governed by its constitution, which is contained in a document called the Articles of Association. The law provides that a company may change a provision of its Articles by passing a special resolution. This means that all shareholders are asked to vote on the change, and it takes effect if at least 75% of the shareholders voting  agree with the change. Sometimes when a company is formed, provisions of its Articles are written in a way which makes them difficult to change or remove at a later date – these are known as entrenched provisions.

An entrenched provision will usually specify that it cannot be changed without certain conditions being satisfied. The most common conditions would be for that the proposed change must be ratified by the board or approved by a “super majority” of 90% of shareholders. Companies House keeps a record of restrictions on the Articles, and where a company wants to change one of these entrenched provisions, it must give notice that the restriction has been complied with by using this form.