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Change of Constitution


1. How can I amend my company’s objects?

Companies registered under the Companies Act 2006 have unrestricted objects. However, they may choose to restrict them in their articles by passing a special resolution and completing the ‘statement of objects’ on Form CC04. The amendment to the objects is not effective until the form has been registered by Companies House. The company must also file a copy of the revised articles within 15 days of the date the resolution was passed or made.

Companies registered under the 1985 or earlier Companies Acts can also amend their articles to take advantage of these provisions. Although their objects are listed in their memorandum these will be deemed to form part of the articles and they are required to send a copy of the resolution and a copy of the amended articles or the memorandum if the company has amended its memorandum.

2. When do I need to use the form ‘change of constitution by enactment’ Form CC05?

Legislation can alter a company’s constitution. This can be general legislation, for example a new Companies Act provision rendering void certain provisions of all company’s articles. A private Act of Parliament can also alter the constitution by amending the articles of a company established by an earlier Act.

Where this occurs, the company must notify Companies House and file the form ‘change of constitution by enactment' Form CC05. If a special enactment makes the change, you must send a copy of the enactment with the Form CC05.

The company must file a copy of the altered document(s) within 15 days of the enactment taking effect only when the company’s articles, resolutions and agreements affecting the constitution are amended as a result of this enactment.

3. When do I need to use the form ‘change of constitution by order of court or other authority’ (Form CC06)?

The Charity Commission, for example, can alter by order a company’s constitution. Companies must notify Companies House and file a 'change of constitution by order of court or other authority’ (Form CC06), along with a copy of the order. The company must send a copy of the altered documents only when this order alters the company’s articles or a resolution or agreement affecting the company’s constitution.

You can find further information on a company’s constitution in Part 3 of the Companies Act 2006.