Companies may need to file a statement of compliance each time they amend their Articles if the Articles contain provisions that require more than the usual special resolution in order to be amended.
Section 24 of the Companies Act 2006 provides that where a company’s Articles contain provision for entrenchment, it must send a statement of compliance to Companies House each time it amends the Articles (even if the amendments are unrelated to the entrenchment provision).
Section 22(2) (which sets out when a provision for entrenchment can be made) has been postponed (see above). However, the other provisions of the Act relating to entrenched provisions have not been postponed and will come into force on 1 October 2009. Note that if the Articles do contain provisions caught by the definition, the obligation to file a statement of compliance when Articles are amended will apply.
FAQs on this issue have been published by BIS and are available at http://www.berr.gov.uk/whatwedo/businesslaw/co-act-2006/faq%20Act%202006/page38503.html.
