Evolving Articles Of Association: Key Trends From 2023–2025 As Companies Prepare For AGM Season

As companies enter the busiest period for Annual General Meetings (AGMs), many are not only planning their agendas but also reviewing and considering whether there is a need to update their Articles of Association (Articles). These updates require shareholder approval and are voted on at the AGM. At EQ our insight across the market supports our clients with their decision making. This paper shares our work to help inform others as they consider changes that reflect evolving corporate governance expectations, regulatory developments, operational efficiencies, and the continued modernisation of shareholder engagement.

At EQ, we conducted a review of over 300 amendments to Articles made between 1 January 2023 and 31 December 2025, covering companies across the FTSE 350 and FTSE Small Cap indices. The findings reveal several clear and recurring themes shaping how UK companies are modernising their governing documents.

1. Enhancing Share Capital Administration

Changes relating to share capital administration were widespread, with 44 companies updating their Articles in this area. 

Typical amendments included:

• streamlining processes for issuing, converting, or consolidating shares
• allowing flexibility for the company to undertake specific one-off schemes such as mergers and returning to a private company
• consolidating existing schemes to provide flexibility in share capital management going forward removing redundant clauses linked to older regulatory requirements

These changes support clearer capital management frameworks and facilitate smoother interaction between issuers and shareholders.

2. Administrative Modernisation and Language Simplification

Another common category of change identified across the review relates to general administrative updates, including simplifying language, clarifying outdated provisions, and restructuring Articles for improved readability.

• 40 companies made administrative updates of this nature

Notably, the majority of companies made these changes alongside other changes being made to their Articles. These amendments suggest a growing desire among boards and company secretaries to ensure that governing documents remain modern, accessible, and aligned with contemporary corporate practice.

3. Adjustments to Directors’ Fees 

A significant number of companies—34 in total—introduced amendments connected to directors’ fee limits.

This trend reflects:

• inflationary pressures
• increase in the scope and nature of the chair and non-executive directors’ roles
• succession planning
• ensuring sufficient headroom in the aggregate cap on non-executive directors’ fees

4. Untraced Shareholders

The review identified 28 companies that updated provisions relating to untraced shareholders in an effort to streamline the administrative processes while companies continue to make use of the powers within their articles to trace these shareholders.

These changes include:

• the removal of the requirement to give notice of an intention to sell shares via an advertisement in a local or national newspaper
• Reducing the time period after which the Company is entitled to sell the shares of an untraced shareholder, with over half reducing that period from twelve years to six years, with the remaining reducing to either eight or 10 years, all subject to company specific circumstances (such as three dividends unclaimed in succession), 
• enabling the company to sell the forfeited shares and use the proceeds and any unclaimed dividend for the company’s benefit

5. The Shift Toward Hybrid and Digital General Meetings

The Covid 19 pandemic accelerated the acceptance of virtual and hybrid meetings, and companies are now embedding this flexibility into their Articles.

The analysis shows:

• 26 companies amended their Articles to formalise digital or hybrid meeting formats. This supports resilience, broader shareholder participation, and logistical flexibility—features increasingly considered part of good corporate governance

6. Rolling Back Pandemic Era Health and Safety Measures

As companies settle into post pandemic operations, some are removing temporary or now redundant clauses inserted during Covid 19.

• 11 companies updated their Articles to remove pandemic related health and safety measures from meeting notices or governance procedures

This represents a normalisation of AGM processes following years of exceptional measures.

7. Increased Borrowing Powers 

A smaller group—6 companies—introduced updates to increase borrowing powers. 

8. Dividend Payment Methods

A notable modernisation trend relates to flexibility for the companies to determine the appropriate method(s) by which they make dividend payments to shareholders. 

Insights from the review highlight:

• 5 companies made explicit amendments relating to methods of dividend payment, primarily to allow the company to determine the method(s) or to dispense with payment by cheque, after a notice period, particularly as more banking is being carried out online  

This aligns with industrywide efforts to reduce manual processes, enhance security, and respond to the drive for seamless digital engagement. It should be noted that this continues a trend that has been apparent over a longer period than the time period of this research.

How to Read This Table of Key Findings

The table summarises how many companies made specific types of changes to their Articles of Association between 1 January 2023 and 31 December 2025 (FTSE 350 + FTSE Small Cap). Think of it this way:

1. Each row represents a “main theme” of changes

For example:

• Share capital administration
• Administrative changes
• Increase directors’ fees
• Untraced shareholders/contact, etc.

The number next to each theme (in the Total Companies column) shows how many companies made at least one change relating to that theme.

2. The rest of the row shows what other changes those same companies also made

This is the part that can feel confusing, so here’s the simpler logic:

• In the row Share capital administration (44 companies): 
  
  • Those same 44 companies also made other changes such as: 
    
    • 8 made administrative changes
    • 9 increased directors’ fees
    • 10 made changes relating to untraced shareholders/contact
    • 10 updated general meeting format
    • 2 added health & safety in notices, etc.

These numbers tell you how often changes co‑occurred with the main theme.

This pattern repeats on every row.

3. The numbers are not meant to add up across a row

They don’t represent subtotals or components of the total.

Instead, they show overlap between themes.

Think of it like a Venn diagram in table form.

So:

• “40 companies made administrative changes; of those 40…” 
  
  • 8 also changed share capital rules
  • 11 also increased directors’ fees
  •  14 also changed general meeting formats
     …and so on.

4. What the table is telling you overall

The key takeaway is that companies rarely make just one change.

Instead, revisions to Articles of Association tend to come as packages covering multiple themes at once.

Conclusion: A Clear Shift Toward Modernisation and Digital Governance

The analysis paints a clear picture: some UK listed companies are using AGM season not only to conduct annual business but to modernise their governing frameworks. Themes such as encouraging digital shareholder communications and payments, simplification, increased flexibility, and the removal of outdated provisions demonstrate a broader shift toward streamlined, future focused governance.

Whether updating dividend processes, enabling hybrid AGMs, or modernising share capital administration, companies are positioning themselves for more efficient operations and improved shareholder engagement.

EQ will continue to monitor these trends as the AGM season progresses.