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Resolutions

General meeting resolutions for companies

Matters that are often dealt with at a general meeting are:

• adoption of new articles;
• changes to the objects;
• appointment of trustees.

In addition, if the company does not hold an annual general meeting, it may take the opportunity to give their members an informal briefing on the organisation’s activities, successes and future plans, by a presentation from the chair for example.

Charities and CICs

If your company is a charity and any proposed changes to the articles of association require the Charity Commission’s prior written consent, you should obtain this before you prepare the notice of your general meeting.

If your company is a community interest company, changes to the articles must be compliant with the community interest company legislation. For example, if the members of a community interest company vote to change its objects, the new objects will not be registered by Companies House until the CIC regulator has approved the change.

Please find below suggested wording for resolutions to:

- Change the objects of the company (a special resolution):

It is resolved by way of special resolution to amend the objects of the company by deleting article [ ] (the objects clause) and substituting of the following:

[Insert new objects]

- Change the articles of association of the company by adopting a completely new set of articles (a special resolution):

It is resolved by way of special resolution that the draft articles of association attached be approved and adopted as the articles of association of the company in substitution for and to the exclusion of all existing articles of association of the company.

- Change the name of the company (a special resolution): you will need the proposed new name. There are some restrictions on what a company can be called. You can find more information about this in the BWB Get Legal Checklist for setting up and registering a charity:

It is resolved by way of special resolution to change the name of the company to [insert new name].

- Appoint new board members of the company (an ordinary resolution): (you will need the full names of the directors)

It is resolved by way of ordinary resolution that pursuant to article [ ] of the articles of association of the company [insert name] is appointed as a director of the company with effect from the date of this resolution.

- Appoint the auditors of the company (an ordinary resolution): (you will need to know the names of the auditors)

To appoint [insert name of auditors] as the company’s auditors from the conclusion of the meeting.

- Allow the directors of the company to determine the auditor’s remuneration (an ordinary resolution).

To authorise the directors to agree the remuneration of the [insert name of auditors] for every year in which the auditors are deemed to be reappointed under s.487(2) Companies Act 2006.

You may wish to use our suggested wording, or adapt it, or use wording of your own. Where there are square brackets you will need to enter information relelvant to your organisation, for example the number of the objects clause in your company's articles of association.