Companies House Filing Events Related To Articles Of Association In The United Kingdom
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This article explains key Companies House filing events related to Articles of Association, helping readers understand how company changes are recorded and why these filings matter. It is especially useful for anyone reviewing structured company data or exploring AI Generated British Certificate of Incorporation resources.
Filing Event | Common Form or Document | Articles Filing Requirement | Timing Summary | Record Location |
|---|---|---|---|---|
Incorporation | ||||
Incorporation of a private company limited by shares | Form IN01 and articles of association | Usually required | Filed on company registration. | Companies House |
Incorporation of a private company limited by guarantee | Form IN01, memorandum and articles | Usually required | Filed on incorporation. | Companies House |
Incorporation of a public limited company | Form IN01 and PLC articles | Usually required | Filed on PLC registration. | Companies House |
Use of model articles at incorporation | Statement adopting model articles | Usually required | Chosen on incorporation if no bespoke articles are filed. | Companies House |
Filing bespoke articles at incorporation | Bespoke articles of association | Usually required | Filed with the incorporation application. | Companies House |
Articles amendment | ||||
Amendment of articles by special resolution | Special resolution and amended articles | Usually required | Filed after the resolution is passed. | Both Companies House and company records |
Adoption of new articles | Special resolution and new articles | Usually required | Filed within 15 days of amendment. | Both Companies House and company records |
Alteration of articles by court order | Court order and amended articles | Usually required | Filed after court-ordered alteration. | Both Companies House and company records |
Insertion of entrenchment provisions | Form CC01 and amended articles | Usually required | Filed after entrenchment is added. | Both Companies House and company records |
Removal of entrenchment provisions | Form CC02 and amended articles | Usually required | Filed after entrenchment is removed. | Both Companies House and company records |
Alteration of company objects | Special resolution and amended articles | Usually required | Filed after objects clause is changed. | Both Companies House and company records |
Articles amended by statutory conversion provision | Amended articles or statutory statement | Sometimes required | Filed when the statutory conversion takes effect. | Both Companies House and company records |
Delivery of amended articles after alteration | Updated articles of association | Usually required | Within 15 days of alteration taking effect. | Companies House |
Filing special resolution affecting articles | Special resolution | Sometimes required | Filed within 15 days of being passed. | Both Companies House and company records |
Written resolution amending articles | Written special resolution and amended articles | Usually required | Filed after required member approval is reached. | Both Companies House and company records |
General meeting special resolution changing articles | Meeting resolution and amended articles | Usually required | Filed after the meeting resolution is passed. | Both Companies House and company records |
Company name or status change | ||||
Change of company name by special resolution | Form NM01 and special resolution | Sometimes required | Filed when members approve the new name. | Companies House |
Change of company name under articles | Form NM04 and relevant articles authority | Sometimes required | Filed when the articles-based procedure is used. | Both Companies House and company records |
Change of name by conditional resolution | Form NM03 and conditional resolution | Sometimes required | Filed when the condition for the name change is met. | Companies House |
Change of name following direction | Name change filing and direction correspondence | Sometimes required | Filed after a statutory name direction is issued. | Companies House |
Private company re-registering as public | Form RR01, special resolution and amended articles | Usually required | Filed with the re-registration application. | Companies House |
Public company re-registering as private | Form RR02, special resolution and amended articles | Usually required | Filed with the re-registration application. | Companies House |
Limited company re-registering as unlimited | Form RR06 and amended articles | Usually required | Filed with the re-registration application. | Companies House |
Unlimited company re-registering as limited | Form RR07 and amended articles | Usually required | Filed with the re-registration application. | Companies House |
Conversion between shares and guarantee structure | Special resolution, capital documents and new articles | Usually required | Filed as part of wider restructuring. | Both Companies House and company records |
Company becoming a community interest company | CIC application and CIC articles | Usually required | Filed before or during CIC status approval. | Companies House |
Company ceasing to be a community interest company | CIC cancellation documents and amended articles | Usually required | Filed when CIC status is cancelled. | Both Companies House and company records |
Articles amendment | ||||
Charitable company amendment to articles | Special resolution, amended articles and charity consent if needed | Usually required | Filed after member approval and any regulator consent. | Both Companies House and company records |
Share capital change | ||||
Allotment of shares | Form SH01 and board approval | Sometimes required | Filed within one month of allotment. | Both Companies House and company records |
Authority to allot shares | Ordinary resolution or articles authority | Sometimes required | Approved before relevant allotments. | Company records |
Disapplication of pre-emption rights | Special resolution or articles provision | Sometimes required | Approved before non-pre-emptive allotment. | Both Companies House and company records |
Creation of a new class of shares | Special resolution, amended articles and Form SH01 | Usually required | Filed before or with first allotment of the new class. | Both Companies House and company records |
Variation of class rights | Form SH10, consent or resolution and amended articles | Sometimes required | Filed within one month of variation. | Both Companies House and company records |
Assigning a share class name or designation | Form SH08 | Sometimes required | Filed after class designation is made. | Both Companies House and company records |
Redenomination of share capital | Form SH14 and resolution | Sometimes required | Filed after redenomination resolution. | Both Companies House and company records |
Subdivision of shares | Form SH02 and resolution | Sometimes required | Filed after subdivision takes effect. | Both Companies House and company records |
Consolidation of shares | Form SH02 and resolution | Sometimes required | Filed after consolidation takes effect. | Both Companies House and company records |
Reduction of share capital by solvency statement | Form SH19, solvency statement and special resolution | Sometimes required | Filed after special resolution and solvency statement. | Both Companies House and company records |
Reduction of share capital by court order | Form SH20, court order and statement of capital | Sometimes required | Filed after court confirmation. | Both Companies House and company records |
Purchase of own shares out of distributable profits | Form SH03 and buyback contract approval | Sometimes required | Filed after shares are purchased. | Both Companies House and company records |
Purchase of own shares out of capital | Form SH03, special resolution and directors statement | Sometimes required | Filed after capital buyback procedure. | Both Companies House and company records |
Redemption of redeemable shares | Form SH02 and board approval | Sometimes required | Filed after redeemable shares are redeemed. | Both Companies House and company records |
Cancellation of shares | SH03 or SH06 and updated register of members | Sometimes required | Filed after cancellation takes effect. | Both Companies House and company records |
Holding or selling treasury shares | Treasury share filings and member records | Sometimes required | Filed after purchase, transfer or cancellation. | Both Companies House and company records |
Reorganisation of share capital affecting rights | Resolution, statement of capital and amended articles | Usually required | Filed as the reorganisation is implemented. | Both Companies House and company records |
Articles amendment | ||||
Removal of authorised share capital limit | Special resolution and amended articles | Usually required | Filed before allotments exceeding old limit. | Both Companies House and company records |
Insertion of transfer restrictions or drag rights | Special resolution and amended articles | Usually required | Filed after member approval. | Both Companies House and company records |
Removal of share transfer restrictions | Special resolution and amended articles | Usually required | Filed after restriction is removed. | Both Companies House and company records |
Change to director or member governance provisions | Special resolution and amended articles | Usually required | Filed after governance change is approved. | Both Companies House and company records |
Change to dividend rights in articles | Class consent, special resolution and amended articles | Usually required | Filed after member and class approvals. | Both Companies House and company records |
Change to voting rights in articles | Class consent, special resolution and amended articles | Usually required | Filed after class rights procedure. | Both Companies House and company records |
Change to capital distribution rights | Class consent, special resolution and amended articles | Usually required | Filed after rights are varied. | Both Companies House and company records |
Change to non-profit or asset lock wording | Special resolution, regulator consent and amended articles | Usually required | Filed after required approvals. | Both Companies House and company records |
Administrative update | ||||
Change of registered office address | Form AD01 | Not usually required | Filed when the registered office changes. | Companies House |
Change of single alternative inspection location | Form AD02 | Not usually required | Filed when records move to a SAIL address. | Both Companies House and company records |
Change of records from SAIL to registered office | Form AD03 | Not usually required | Filed when records return to registered office. | Both Companies House and company records |
Confirmation statement with share capital updates | Form CS01 | Not usually required | Filed at least once every 12 months. | Companies House |
Correction of an articles-related filing | Form RP04 and corrected document | Sometimes required | Filed after an error is found in a delivered filing. | Companies House |
Administrative restoration of a company | Restoration application and outstanding filings | Not usually required | Filed when applying to restore a dissolved company. | Companies House |
Court restoration of a company | Court order and restoration filing | Not usually required | Filed after court orders restoration. | Companies House |
Application to strike off company | Form DS01 | Not usually required | Filed when directors apply for voluntary strike off. | Companies House |
Appointment of a director | Form AP01 | Not usually required | Filed after director appointment. | Both Companies House and company records |
Termination of a director appointment | Form TM01 | Not usually required | Filed after director leaves office. | Both Companies House and company records |
Appointment of a company secretary | Form AP03 | Not usually required | Filed after secretary appointment. | Both Companies House and company records |
Termination of a company secretary appointment | Form TM02 | Not usually required | Filed after secretary leaves office. | Both Companies House and company records |
Update to PSC register information | PSC forms or CS01 update | Not usually required | Filed when PSC information changes. | Both Companies House and company records |
Keeping current articles in company records | Current articles and constitutional documents | Not usually required | Maintained continuously after incorporation and amendments. | Company records |
Member request for articles copy | Copy of articles supplied to member | Not usually required | Provided on request by a member. | Company records |
When Must Articles Of Association Be Filed At Companies House?
For a UK company, articles are central at incorporation and after most changes to the company constitution. New articles, amended articles or special resolutions affecting the articles are usually filed at Companies House, while board minutes, member decisions and statutory registers are normally kept in the company records.
Which Filing Events Commonly Affect Articles Of Association?
- Incorporation requires articles or use of the model articles. If no bespoke articles are supplied, default model articles usually apply.
- Amending, replacing or adopting articles normally requires a special resolution and a copy of the amended articles to be filed.
- Name changes, re-registration and status changes can affect wording in the articles, especially where the articles contain the company name, public/private company provisions, guarantee company provisions or entrenchment clauses.
- Share capital changes do not always require new articles, but they often do where rights, classes, pre-emption provisions or authority to allot are written into the articles.
Where Should Company Article Records Be Kept?
The public filing history at Companies House is not the only record that matters. A company should also keep its own constitutional records, including the current articles, resolutions, written resolutions, minutes and registers. For events such as share class changes, the practical position often depends on both the Companies House filings and the company records.
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FAQs
Companies House filing events are official register entries showing documents or changes filed for a UK company. Events related to Articles of Association usually record incorporation documents, amended articles, model articles adoption, special resolutions, or constitutional changes.
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