Resolution – Adopting New Articles of Association

Drafting notes

This precedent sets out standard wording for a special resolution to be passed by shareholders pursuant to their statutory rights to adopt new articles of association, which will vary depending on the jurisdiction. This resolution should be inserted into the appropriate document, which will depend upon the type of company and how the resolution is to be proposed in accordance with the governing laws.

Special resolution

THAT the articles of association [produced to the meeting and initialled by the chair of the meeting for the purpose of identification OR attached to this written resolution] be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association of the Company.