How can a company change its articles of association?

A company can change its articles of association by passing a special resolution. This process is grounded in corporate governance requirements that protect shareholder rights and ensure that significant changes to the governing documents of a company are made with adequate consent.

A special resolution typically requires a larger majority than an ordinary resolution, often a two-thirds or three-quarters majority, which helps ensure that the interests of all shareholders are taken into account, particularly minority shareholders. This requirement serves to maintain a balance in power within the company and avoids unilateral decisions that could unfairly disadvantage certain stakeholders.

The other options do not appropriately capture the legal framework required for amending the articles. A mere majority vote of directors does not provide the necessary input from shareholders, nor does it honor the formal procedure typically mandated by corporate law. A shareholder meeting without a resolution could undermine the formalities needed for legally binding changes, and notifying the Registrar without a formal vote lacks the necessary approval process that ensures the changes reflect the consensus of the shareholders. Thus, passing a special resolution is the correct and legally recognized method for amending a company’s articles of association.