Changing a company’s objects remains a discrete corporate transaction even though modern practice has reduced reliance on elaborate objects clauses. This note explains how companies incorporated in England and Wales should approach revising an objects clause in 2024, practical steps to complete the change and key regulatory and third‑party issues to consider.

Why review the objects clause?

Many companies now use broadly framed articles or model articles that do not limit capacity. However, where an objects clause is present (often in older companies’ memorandum or in bespoke articles), it can limit what the company may lawfully do, affect contractual interpretation and create administrative burdens. A revision is commonly sought to:

• remove obsolete restrictions;
• widen permitted activities to support new business lines;
• simplify the constitution by adopting unrestricted capacity or modern model articles; and
• clarify scope for group and international activities.

Legal and corporate steps

Key procedural elements normally include:

1. Confirm where the objects are located (articles or historic memorandum) and whether any class rights, shareholders’ agreement or statutory provision restrict alteration.
2. Obtain board authorisation to convene a general meeting and, if appropriate, a directors’ resolution to implement any interim actions.
3. Adopt a special resolution of members approving the amendment (check the articles for any higher threshold or requirement for a separate class meeting where class rights would be varied).
4. File the special resolution and amended constitutional documents at Companies House within the required filing period (usually 15 days where articles are altered) and update the company’s statutory registers and public records.

Where a company’s objects are recorded only in an historic memorandum, practical steps will usually involve amending the articles to reflect the new objects (or to remove the objects restriction entirely). If rights attached to particular shares are affected, a separate class meeting and consent process may be required.

Regulatory, contractual and stakeholder considerations

Before finalising a change, consider:

• Regulatory consent: regulated firms (financial services, charities, certain public service contracts) may need prior regulator approval; notify the FCA or other sector regulator where required.
• Third‑party contracts: lenders, counterparties or public authorities may have contractual covenants linked to objects; obtain waivers or consents if necessary.
• Director duties and stakeholder communications: directors must act within their powers and in the company’s interests; explain change rationale to major stakeholders to limit dispute risk.
• Tax and licensing implications: confirm that wider or narrower objects do not affect licences, tax elections or funding arrangements.

Practical checklist

• Locate the objects (articles or memorandum) and review articles/shareholders’ agreements for amendment thresholds.
• Prepare proposed replacement wording and a draught of amended articles or a formal special resolution.
• Board authorisation to convene general meeting and circulate notice in accordance with the articles and Companies Act requirements.
• Pass special resolution at general meeting (and class meeting if required).
• File resolution and amended articles at Companies House within the filing deadline; update statutory registers and corporate records.
• Notify regulators, lenders and key counterparties and obtain any required consents.
• Retain evidence of member approvals and filings in the company minute book.

Jurisdiction and sources

• Companies Act 2006 (legislation.gov.uk)
• Companies House guidance and filing services (gov.uk/companies-house)
• Financial Conduct Authority (fca.org.uk) where regulated activities are affected
• gov.uk corporate governance and company law guidance

Our London office is at Holborn Gate, 330 High Holborn, London WC1V 7QH and can assist with drafting, shareholder consent strategy and interaction with regulators.

General information only; not legal advice and not a substitute for advice on a particular matter.