How to amend your Articles of Association for B Corp Certification
A Guide for SMEs in the UK
Becoming a certified B Corp is a powerful way for businesses to demonstrate their commitment to social and environmental responsibility. One key requirement for certification is amending your company's Articles of Association. In this guide, we'll walk you through everything you need to know, from understanding the B Corp Legal Agreement to the step-by-step process of amending your Articles of Association.
What is the B Corp Legal Agreement?
The B Corp Legal Agreement is a critical part of the B Corp certification process. It requires businesses to legally embed their commitment to considering the impact of their decisions on all stakeholders — not just shareholders, but also employees, customers, suppliers, the environment, and the community.
The legal requirement ensures that the company’s mission is legally bound, so even future leadership changes or potential sales of the business do not alter its responsibility to create value for all stakeholders. By signing this agreement, businesses align themselves with a broader mission of driving positive change while ensuring their long-term sustainability.
For UK companies, this requires making specific amendments to the Articles of Association, the document that outlines your company’s constitution and governance framework.
What are Articles of Association?
Articles of Association are a company's rulebook, setting out how the company is run, governed, and owned. They define the responsibilities of directors, the rights of shareholders, and the procedures for decision-making within the company.
In the UK, companies are required to have Articles of Association under the Companies Act 2006. These articles are a legal document filed with Companies House when a business is formed, and they can be amended over time, provided that changes are in line with the law and approved by shareholders.
Model Articles of Association
Most companies in the UK adopt Model Articles of Association when they are first incorporated. The Model Articles are a default set of rules provided by the government, designed to cover the basic governance needs of private limited companies. They are straightforward and intended to make it easy for new businesses to comply with legal requirements without needing to create complex, custom articles.
However, the Model Articles are typically designed with a traditional for-profit structure in mind, where directors’ primary responsibility is to act in the best interests of shareholders and maximise profits. For companies seeking B Corp certification, this approach doesn’t go far enough in addressing the broader impact on stakeholders, such as employees, customers, suppliers, the community, and the environment.
To become a B Corp, you will need to amend your Model Articles (or any custom Articles you may have) to incorporate provisions that legally bind your business to a stakeholder governance model. This involves changes that explicitly require directors to consider the social and environmental impact of their decisions, ensuring that your company’s mission of positive impact is protected for the future.
What changes do I need to make to my Articles of Association to become a B Corp?
B Lab UK provide the specific wording that needs to be included in the Articles of Association, which can be found here.
There are five clauses to the B Corp legal wording:
the first of these relates to the objects of the company (i.e. the success of the company should also be dictated by its positive impact on society and the environment)
the 2nd - 4th clauses relate to the actions of directors
the final clause relates to the requirement to produce an annual impact report
If you have model articles, we recommend incorporating these clauses in part 2: “Directors’ Powers and Responsibilities”.
Step-by-step Process for Amending Articles of Association for SMEs :
Model Articles. Determine whether your business is using “Model Articles of Association” or articles written specifically for your business. If you are not sure, look on your companies house filings page and check if any changes have been made since your incorporation. If not, and your incorporation used model articles, then you still have model articles. Some companies (but not all) that were incorporated with Model Articles show a bullet like this next to their incorporation filing on companies house:
2. Review the legal requirement wording to make sure you understand and agree with the changes you are making to your business legal structure.
3. Incorporate the legal wording into your Articles of Association. You should seek legal guidance if you are unsure. If you are using model articles, EVOLV Consultants can provide you with a template that meets all the B Lab UK requirements - please contact us here
4. Circulate and Sign-off New Articles. Next, you will need to circulate the new articles with the other directors and board of your company if applicable. If everyone is happy with the changes, then a “Special Resolution” should be completed. This is a form that states that all members are agreeing to the changes. The form can be found here and should be signed by all members. Remember to fill in your company legal name, company number and circulation date at the top of the form.
5. Complete a CC04 Form. The CC04 form can be downloaded here or on Gov.uk. This form lets companies house know that the reason for the resolution is for updating your company’s objects. Add your company details in section 1, state you are making an “alteration to” your articles in section 2, and sign section 3.
6. File the Documents with Companies House. Finally, all 3 documents (the new articles of association, the CC04 Form, the Special Resolution document) should be printed and filed with companies house. The correct companies house address to send them to can be found on page 2 of the CC04 form.
7. New Articles on Companies House Filings. Within a couple of weeks your new articles of association will be visible on your companies house filings.
Final Thoughts
Amending your Articles of Association is a vital step towards achieving B Corp certification. By legally embedding your commitment to stakeholder governance, you ensure that your business remains aligned with its purpose for the long term, regardless of changes in leadership or ownership.
For SMEs in the UK, this process might seem complex, but by following the steps outlined in this guide and leveraging the resources provided by B Lab, you can navigate the amendment process smoothly. Becoming a B Corp not only enhances your brand reputation but also positions your company as a force for good in the world — a decision that benefits your business, your stakeholders, and the planet.
