Prior to the Companies Act 2006 coming into full effect on 1st October 2009, companies were registered under the Companies Act 1985 and restricted to issuing a maximum amount of share capital at any given time. This was known as authorised share capital, which was expressly stated in the company’s constitution. Companies registered under the 2006 Act are not required to have this provision in their articles of association.
Amend or remove authorised share capital by resolution
If your company’s articles contain authorised share capital and you wish to amend or remove the provision, the company shareholders must approve the change by passing a special resolution, which requires a majority vote of 75%.
This can be done at a general meeting as well as by written resolution. The company director(s) must deliver a copy of the resolution and new articles to Companies House within 15 days of the date on which the members’ resolution is passed.
Include authorised share capital by resolution
If you wish to include authorised share capital in your company’s articles, the shareholders must agree on a maximum authorised figure to adopt and then pass a special resolution to alter the articles accordingly.
The director(s) must also file a copy of the resolution and new articles at Companies House within 15 days of the date on which the members’ resolution is passed. The director(s) should keep a copy of the new articles and the resolution at the company’s registered office or SAIL address with the statutory records and registers.
Rapid Formations Admin Portal
Certain information and documentation can be delivered to Companies House electronically via WebFiling or by using Rapid Formations Online Admin Portal. Our free software filing system is available to all limited companies and Limited Liability Partnerships (LLPs) registered in the UK. This allows you to update company details online, view statutory filing deadlines and deliver annual confirmation statements. This will also allow you to file copies of resolutions and new articles whenever required. To find out how to access or register for this service, please click here.