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CELE SQE1 模拟练习

Examination Timing: 00H01M04S

Jessica, Isabella, and Claire are shareholders in Speedy Deliveries West London Ltd, a small family business. Jessica is a director, and their friend John is also a director. The business employs three staff members. The articles of association outline the management structure. Jessica and John wish to make some changes that are currently prohibited by the articles. 


Can this be done and if so, how?

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As stated in the scenario, the changes that Jessica and John wish to make are prohibited by the articles of association. Therefore, the directors must seek the shareholders' approval to amend the articles. Directors cannot override the provisions set out in the articles. A change in the articles of a company requires a special resolution, which mandates a minimum of 75% of the shareholders' votes. 


Key Point: According to the Companies Act 2006, any amendments to a company's articles of association require a special resolution passed by at least 75% of the shareholders' votes. This ensures that significant changes to the company's governance framework receive substantial shareholder support, thereby protecting the interests of minority shareholders and maintaining a balanced approach to corporate governance.

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