What is needed for changing a company's articles of association if there are entrenched provisions?

To change a company's articles of association, particularly when there are entrenched provisions, a special resolution is required. This is because entrenched provisions are designed to protect certain aspects of a company's governance and ensure that significant changes cannot be made lightly.

A special resolution typically requires a higher threshold for approval, usually at least a 75% majority of the votes cast at a general meeting, thus providing an additional layer of protection for entrenched provisions. This high level of agreement is crucial as it reflects the importance of the areas being amended and safeguards against potential abuses by a simple majority.

In contrast, other types of resolutions, such as ordinary resolutions, require only a simple majority and are not sufficient for changing entrenched provisions. A super majority resolution, while implying a greater majority than a standard majority, is not a recognized term in the context of company law, and the term "unanimous resolution" oversimplifies the requirement, as total agreement is not always practical or necessary when entrenched provisions are legally defined within the articles.

Thus, the requirement for a special resolution ensures that changes to articles involving entrenched provisions are made with careful consideration and broad support among shareholders.