Part 3

A company's constitution
Chapter 2

Articles of association

Alteration of articles

Effect of alteration of articles on company's members
25
1
A member of a company is not bound by an alteration to its articles after the date on which he became a member, if and so far as the alteration—
a
requires him to take or subscribe for more shares than the number held by him at the date on which the alteration is made, or
b
in any way increases his liability as at that date to contribute to the company's share capital or otherwise to pay money to the company.
2
Subsection (1) does not apply in a case where the member agrees in writing, either before or after the alteration is made, to be bound by the alteration.
Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2
Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))