Your Articles of Association are the rulebook your company runs on. They set out how decisions get made, how shares work and what directors can and cannot do.
Most founders sign them at incorporation and never look again. Then the business changes. New investors come in. A new share class is needed. The company name changes. Suddenly the rulebook no longer matches how the company actually operates.
Changing your Articles is straightforward if you follow the process. Getting it wrong can invalidate decisions, delay funding rounds and create problems that surface at the worst possible moment, usually during due diligence.
Why companies change their Articles
The most common triggers for scaling tech businesses are:
- A new investment round that introduces preference shares or investor rights
- Creating new share classes to separate voting control from economic returns
- A change of company name or status
- Adding or updating drag-along and tag-along provisions ahead of an exit
- Removing outdated model articles that no longer fit the business
The special resolution: your 75% threshold
Under the Companies Act 2006, you cannot simply amend your Articles by agreement between directors. Shareholders must pass a special resolution, which requires at least 75% of the votes cast in favour.
This matters commercially. If your shareholder base is fragmented, or if a minority holder controls more than 25% of votes, they can block the change. Founders often discover this only when they try to make a change and find they no longer have the numbers.
Filing with Companies House: the 15-day rule
Once the special resolution passes, you must file the amended Articles with Companies House within 15 days. You file a copy of the resolution and the updated Articles.
Miss the deadline and you risk penalties, but the bigger issue is the mismatch. Until the filing is complete and correct, your public record does not reflect how your company is actually governed. Investors and acquirers check this.
When a court can change your Articles
In rare cases, Articles can be altered by court order rather than shareholder vote. This usually arises in disputes, for example where a shareholder brings an unfair prejudice claim and the court orders a change to resolve it. It is uncommon, but it is a reminder that your Articles are not entirely within your own control if governance breaks down.
What to check before you amend
- Do you actually hold 75% of the votes, or do you need to negotiate?
- Does any shareholder agreement override or restrict what the Articles allow?
- Are the new provisions consistent with existing investor rights?
- Will the change trigger any consent requirements from existing shareholders?
The bottom line
Amending your Articles is a legal formality with commercial consequences. Done properly, it keeps your governance clean and your next funding round moving. Done carelessly, it becomes the thing that holds up a deal.
If your Articles have not kept pace with your growth or your next round, book a call with the Ethiqs