File a special resolution or new articles with Companies House

A resolution is a decision made by the members, a class of members, or the directors of a company. Not every resolution has to be filed. The Companies Act requires certain ones to be sent to Companies House within 15 days of being passed. That includes every special resolution.

A special resolution needs a majority of at least 75%. For a written resolution, that is 75% of the total voting rights of eligible members. At a meeting, it is 75% of the votes cast. Changing the articles of association is the most common example. Some ordinary resolutions must be filed too, such as one giving directors authority to allot shares.

You send a copy of the written resolution, or a statement that the resolution was passed at a meeting. Companies House accepts these through its online upload service or by post. Online uploads must be PDFs under 4MB, and each document is uploaded separately.

When you change the articles, you need to send three things where they apply. A copy of the resolution within 15 days of it being agreed. A complete copy of the amended articles within 15 days of them taking effect. Any related form within 15 days of the change.

Send the full amended articles, not just the clauses that changed. The Companies Act asks for a copy of the articles as amended, so a list of changes on its own is not enough.

Failing to send a resolution on time is an offence for the company and every officer in default. It can lead to a fine and a daily default fine while it continues.

• CC01: give notice of a restriction on the company's articles (an entrenched provision).
• CC02: give notice that a restriction on the articles has been removed.
• CC03: give notice of compliance where amending the articles is restricted.
• CC04: notify a change to the company's objects, when the articles are changed to add, remove or alter a statement of objects.
• CC05: the constitution is altered by an applicable enactment. Legislation merely amending general law is excluded by section 34.
• CC06: the constitution has changed by order of a court or other authority.
• No CC form: a simple change to the articles by special resolution usually needs only the resolution and the amended articles.

• The resolution, already passed and approved. We do not get shareholder approval for you.
• The date it was passed, and whether it was a written resolution or passed at a meeting.
• If the articles changed, the complete amended articles and the date they take effect.
• A short note of what changed: which articles, and whether objects or restrictions are affected.
• Any completed CC form that applies. CC forms, qualifying agreements, court/enactment changes and uncertain cases go into separate review before ordinary payment. Include the actual full form, permitted signature/capacity and all supporting documents where available; do not guess dates or authority.
• Genuine approval and authority evidence, including actual resolution type, meeting or written method, eligible members and voting basis. The company authentication code is needed for the ordinary online upload route; do not invent one for a specialist or paper review.

For CC05, include the full enactment name, general or special basis, commencement date and a copy of any special enactment. For CC06, include the complete court or authority order and actual alteration effect date. Include the amended articles, resolutions or agreements affected. Qualifying agreements need their actual terms, or a written memorandum of terms where not written, and the actual agreement date.

Entrenchment changes and compliance statements need the complete relevant CC01, CC02 or CC03 package and actual approval basis. CC04 must identify the actual addition, removal or alteration of objects; that amendment takes effect on registration. We do not invent an effective date. CC03 is not listed in the current official upload guidance, so its delivery route must be checked separately. Charity, conversion, class-rights and other specialist cases stay in review.

Public filing documents must each be a PDF under 4MB. Merge continuation pages into their parent document, upload associated documents separately promptly, and leave out cover letters, private approval evidence and digital-signature certificates. Signatures may be typed, digitally generated, scanned or handwritten where accepted. Our operator reads the contents and verifies the actual permitted signatory and route; uploading a file alone does not establish approval.

Find your company, describe the change, give the date and upload the documents. We check that each resolution is complete, that the type of resolution fits the change, and whether a CC form is needed. If something is missing or does not match, we ask before going further.

We confirm the filing route and any authority fee before you pay. You approve the filing before it is submitted. Nothing is on the public record until Companies House accepts the documents. A payment or a submission receipt does not show acceptance. Keep the signed resolution and the final articles with the company's records.

• Missing the 15 day deadline because the resolution was signed and then filed away.
• Sending only the changed clauses instead of the full amended articles.
• Filing a draft or unsigned resolution rather than the one actually passed.
• Using an ordinary resolution for a change the Act says needs a special resolution, such as changing the articles.
• Forgetting CC04 when the change adds, removes or alters the company's objects.
• Trying to remove a director or auditor of a private company by written resolution. That needs a general meeting.
• Using this route for a name change. A change of name has its own form and a £20 Companies House fee for standard online filing.

Some changes start with a resolution but are filed with a dedicated form. A change of company name goes through our change company name service. Share changes, such as new class rights, a split or consolidation, or a reduction of capital, use the SH forms and have their own services.

See also: Change company name · Change share class rights