(1)A company may amend its articles by special resolution.
(2)In the case of a company that is a charity, this is subject to—
(a)in England and Wales, sections 197 and 198 of the Charities Act 2011 ;
(b)in Northern Ireland, [F30section 96 of the Charities Act (Northern Ireland) 2008F30] .
(3)In the case of a company that is registered in the Scottish Charity Register, this is subject to—
(a)section 112 of the Companies Act 1989 (c. 40), and
(b)section 16 of the Charities and Trustee Investment (Scotland) Act 2005 (asp 10).
Cases considering section 21 (4)
[2024] EWHC 51 (Ch) · 18 January 2024
Applies the requirement for alteration of articles by special resolution. The court held that the purported June 2021 members’ resolution could not validly alter the company’s constitution.
[2026] EWHC 2415 (Ch) · 24 September 2026Limits
The court held that section 21, which requires a special resolution to amend articles, did not resolve whether a contractual termination right had to be contained in or amended through the articles. (see paras [23]; [27])
[2024] EWHC 3166 (Ch) · 19 December 2024Limits
Section 21 was relied upon as the statutory source of the shareholders’ broad power to amend the articles. The court held that the power remained subject to the equitable restraints against oppression and injustice. (see para [46(d)])
What each judgment says about section 21 is in the case-law panel in the full Act.
77.Subsection (1) provides that, as now, a company’s articles can in general be amended by special resolution. This restates section 9(1) of the 1985 Act.
78.Subsections (2) and ( 3) make it clear that this general principle is subject to certain rules in charities legislation about the ability of companies which are charities to change their constitutions and the effects which such changes have. There are separate but broadly similar rules for English and Welsh, Scottish and Northern Irish charities.