BYSHAREAMEND Articles of Association

Incorporation
1

Hi,

I am seeking clarification around the AMEND types for Articles when incorporating a company.

Specifically BYSHAREAMEND, BYGUARAMEND and PLCAMEND.

I am guessing that these values imply that a company is taking the model articles as the base and only making minor adjustments to it?

I would like to understand the minutiae of this, particularly around when you would use this vs BESPOKE and what exactly should be attached in the Data Document when using the AMEND type.

  • Why would you not use BESPOKE any time you are not using the Model articles?
    • I assume this is to expedite the time taken by a Companies House review agent?
  • When using the AMEND types is there an expectation of what can and cannot be modified within the model articles?
    • Ie. can you only append additional clauses to the bespoke articles?
    • Or are you allowed to modify existing content within the model articles?
  • If you can modify existing content of the model articles, how should this be best represented to help the Companies House review agent more quickly review the submission?
    • I guess I am trying to understand: If you can modify any and all parts of the model articles (in small or big ways), such that a Companies House review agent must read the full articles before accepting the submission, what is the value of setting BESPOKE?
  • If setting AMEND, do you attach the full articles as a Data Document?

Are there strict rules on when you can use AMEND? Or at least some guidelines?

2

Hi Luke,

The AMEND option is hardly used as far as I am aware. The majority of developers find that MODEL Articles are sufficient for most new formations - the BESPOKE option is required for more complex company formations (where specific clauses unique to the incorporation are required) although others use BESPOKE as their default setting and attach their own set of MODEL ArtIcles in all cases.

In answer to your question however, yes AMEND would be used to add additional clauses to MODEL. As I understand it, we would output the link to MODEL (as per usual) and also include the additional information.

We are, as we speak, looking in great detail about how we examine all aspects of incorporation submissions here at CH, and much of the above therefore may not be the case forever, especially as we start to move from XML to REST API.

SDN