Adopt new articles of association/ create new share class(es)

This guide explains how to adopt new articles of association and/or create new share classes (including obtaining authority to issue) using Kudocs.

For a company to create a new share class, this has to be permitted in the articles – hence why you may need to adopt new articles in order to create a new share class.

The action is available via:

  • All actions – via the “Adopt new articles of association” or “Create new share class” actions.
  • Shares & Shareholders – via the “Create new share class” action.

You can use either the Perform or Record route.

Keep control of your corporate information: registers, documents, stakeholders, Companies House filings - accurate & available in seconds.

Perform route

Select this route and Kudocs will help you complete all the necessary steps for this action.
Step 1

Upload the new articles of association you want to propose for adoption

More detail
Kudocs does not draft new articles for you. This is complex and requires professional advice. But once you have the draft ready, you can use Kudocs to get them approved.
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Step 2

Do you want to create a new share class at the same time?

More detail
A company’s articles are the rules that govern how it operates, including what share classes are permitted. A company can change its articles (including creating a new class of shares) by adopting new articles - which requires the consent of its shareholders.

Add details of any new share class(es contained in the articles you are proposing.
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Step 3

Do you need to obtain authority to issue the shares?

More detail
If the new articles create a new class (or classes) of shares, the directors’ ability to issue new shares may be restricted (e.g. if the company has more than one class of shares and/or as set out in the articles or another agreement (e.g. shareholders’ agreement), etc).

If this is the case, the directors will need the shareholders’ authority to issue new shares. You can use Kudocs to seek this authority - or it can be sought separately.
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Step 4

Check the Kudocs settings

More detail
Kudocs needs to operate in accordance with the company's articles. So you need to review the settings now so that they are automatically update if/ when the articles are officially adopted. If they are not adopted, the current settings will remain in place.
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Step 5

Press {Start}

More detail
Kudocs will start the process, sending out emails to all shareholders to vote, count the votes and apply the changes once the threshold (at least 75%) is reached.
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Record route

Select this route if the decision has already been approved by the company & the appointment needs to be recorded (update Kudocs & notify Companies House).
Step 1

Upload the new articles of association you want to propose for adoption

More detail
Kudocs does not draft new articles for you. This is complex and requires professional advice. But once you have the draft ready and approved off line (as this is the Record route) you can add them here to update Kudocs.
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Step 2

Do the new articles contain a new share class(es)?

More detail
If the new articles include new share class(es) - add details here so that they are added to the share capital part of Kudocs. This is important - this is the only way to add new share classes to Kudocs.
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Step 3

Check the Kudocs settings

More detail
Kudocs needs to operate in accordance with the company's articles. So you need to review the settings now so that they are automatically updated when you complete the process and the articles are officially adopted.
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Step 4

Press {Record}

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Outputs - all handled automatically by Kudocs

  • Emails sent to shareholders (for perform route) asking them to vote on the resolution.
  • E-votes automatically counted.
  • Once approved (or via record route):
    • New articles added to Kudocs records
    • New share class(es) created – if selected
    • New settings applied
    • Full audit history created in Kudocs
    • Guidance provided on what Companies House filings are necessary (unfortunately these still need to be done by paper)

Free Incorporation with every Kudocs package

Kudocs is an authorised Companies House agent