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Articles of Association

During a company restructuring, the articles of association may be subject to changes or amendments to reflect the new structure and objectives of the company. The specific modifications to the articles of association can vary depending on the nature of the restructuring. Our specialist team will be able to guide you through the process of amending the articles ensuring the changes reflect your intentions for the company.

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It's important to note that any amendments to the articles of association typically require the approval of the company's shareholders through a special resolution, as outlined in the Companies Act 2006. The specific process for amending the articles of association should be followed in accordance with the company's existing articles and legal requirements.

During a restructuring, our legal professionals, who specialise in corporate law and governance, will ensure that any changes to the articles of association are compliant with relevant regulations and serve the best interests of the company and its stakeholders.

Restructuring the Articles of Association can impact several areas of your company. Common areas in which our team will be able to provide advice include:

  • Change in business activities.

  • Change in share capital.

  • Alteration of share classes.

  • Change of directors or officers.

  • Alteration of voting rights.

  • Changing the name of the company.

  • Amendments to corporate governance

  • Adoption of new regulations

  • Clarification of objectives and purpose

Our expert team will be able to address any other amendments your company may wish to make. Call us on 028 8772 2102 (Dungannon/Belfast).

FAQs

Can amendments to the Articles of Association affect shareholders’ rights?

Yes, amendments to the Articles of Association can affect shareholders' rights in Northern Ireland. The articles of association serve as a fundamental legal document that outlines the rights, responsibilities, and powers of a company's shareholders, among other internal regulations. If there are proposed changes to the articles, these changes can directly impact the rights and interests of existing shareholders. Shareholder rights that can be affected include:

  • Voting Rights: Changes to the articles may modify the voting rights attached to different classes of shares or require a higher majority vote for specific decisions, which can influence shareholders' ability to influence company matters.

  • Dividend Entitlements: Amendments can alter the rights to dividends, such as the amount, timing, or conditions for dividend payments to shareholders.

  • Transfer of Shares: Changes may impact the transferability of shares, including restrictions on selling or transferring shares to third parties.

  • Board of Directors: Modifications to the articles can affect the composition and appointment of the board of directors, influencing shareholders' control over company management.

It's essential for shareholders to be aware of how proposed amendments could affect their rights and interests. Any changes to the articles typically require shareholder approval through a special resolution, which provides shareholders with an opportunity to voice their opinions and concerns about the proposed modifications. Legal advice and careful consideration of the potential impact on shareholders' rights are crucial when amending the articles of association during a company restructuring or any other significant change to the company's governing documents.

How are Articles of Association amended during a company restructuring?

Firstly, changes to the Articles of Association are proposed. Our expert team will be able to provide assistance when proposing and amending any of the Articles of Association.

Shareholders are then informed about the proposed amendments, and a notice of a general meeting is issued. Shareholders are provided with the details of the proposed changes and the reasons behind them.

A special resolution is put forward during the general meeting, requiring approval by at least 75% of the votes cast by eligible shareholders. Shareholders have the opportunity to discuss and vote on the proposed amendments. The company must then amend the Articles of Association and all shareholders and stakeholders will be informed of the decision.

The process for amending articles of association during a company restructuring should be carried out meticulously, with close attention to legal requirements and best practices. Our specialised team can provide guidance and support throughout this process to ensure that the changes serve the best interests of the company and its stakeholders while remaining compliant with relevant regulations.

What is a special resolution?

A special resolution is a formal resolution passed by a company's shareholders or members, requiring a higher majority vote than an ordinary resolution. In Northern Ireland, a special resolution typically requires approval by at least 75% of the votes cast by eligible shareholders or members. Special resolutions are used for significant and impactful decisions, such as amending the company's articles of association, changing the company's name, or approving fundamental changes to the company's structure or operations. These resolutions are subject to strict legal requirements and must be properly documented and filed with the relevant authorities.

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Our Company Restructuring Solicitors

Kieran QuinnKieran QuinnDirector
Emma McCaulEmma McCaulSolicitor
Ellen BatesEllen BatesTrainee Solicitor
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