Does changing a companys articles require 75% attending or shareholders?

[leasehold12]

I'm in a block of flats. we need to change the company articles in relation to directorships so the company can survive.

thing is, we require 75% to change the articles via Special motion and an EGM.

Is this 75% of those attending the meeting and who vote on the motion to change the articles or is this 75% of the total number of shareholders at the company?

[atticus]

It could be either. What do the Articles of Association say? They are the company's rule book.

[leasehold12]

It could be either. What do the Articles of Association say? They are the company's rule book.

hi there, im not sure how to read it as i've not done this before. any chance you could have a look?

heres a link to it.

https://find-and-update.company-info...history?page=2

[atticus]

OK, so this company uses the Model Articles, which means that it is sections 21 and 283 Companies Act 2006 that apply. What this boils down to is that a resolution to amend this company's articles of association requires the votes of those holding 75% of the voting rights if it is to be passed - so not simply 75% of those who turn up to vote.

[leasehold12]

OK, so this company uses the Model Articles, which means that it is sections 21 and 283 Companies Act 2006 that apply. What this boils down to is that a resolution to amend this company's articles of association requires the votes of those holding 75% of the voting rights if it is to be passed - so not simply 75% of those who turn up to vote.

Hi there, thank you for this.

Apparently and i didnt know this but there were new articles added.

24 Dec 2020

Memorandum and Articles of Association

did you read those as well?

does this change anything? i.e. 75% of those who turn up?

its going to be very hard to get 75% as theres 114 members!
J

[atticus]

yes. that was my starting point. Those articles expressly incorporate the Model Articles.

You may be able to get this dealt with by written resolutions, i.e. collecting signatures on paper.

[leasehold12]

yes. that was my starting point. Those articles expressly incorporate the Model Articles.

You may be able to get this dealt with by written resolutions, i.e. collecting signatures on paper.

thanks! one final question, one of my neighbours emailed this. is this acurate?

"The company purportedly amended its constitution on 18 Nov 2020, replacing the articles with new ones that have an entrenched procedure for making future amendments that seems to make it harder to win a vote.

However, that amendment also amended the company's Objects clause, which requires a specific notice to the registrar at Companies House, which doesn't seem to have been made. This is due to s31(2)(c) or thereabouts of the Companies Act 2006, and I think means that the amendment still hasn't taken effect yet, so your 2018-era articles are still the ones to use.

If the 2020-era articles are the ones in force, then there ought also to have been a notice given to Companies House saying that there was an entrenched section of the articles, as this is a requirement of section 23(1) - though unusually it's not a criminal offence to breach it."

[atticus]

I have no idea. Discuss this with your neighbour, who appears to think he knows what he is talking about. Consider professional advice.