How can articles of association be changed?

The articles of association can be changed by a special resolution unless they are entrenched. A special resolution requires at least 75% support from the shareholders voting at a general meeting, which underscores the importance of having broad agreement among stakeholders for significant changes to the company's governing documents.

Entrenched articles are those provisions within the articles of association that require a higher threshold for amendment, typically stipulating that any changes must be made through a more stringent process than a normal special resolution. This ensures fundamental aspects of governance can only be altered with even greater consensus, thus protecting minority rights and the foundational agreements of the company.

Changes cannot be made via ordinary resolution, as ordinary resolutions typically only require a simple majority and may not provide sufficient support for altering critical governance documents. Similarly, while an annual general meeting is a venue where resolutions are often passed, it does not inherently grant authority to change the articles unless the meeting is called specifically to address amendments. A letter to the registrar is also not a method for changing articles; it serves more as a notification of changes rather than a mechanism for enacting them.