Written resolution to change company’s name

Your company needs a new image. You need the shareholders’ consent to change its name, but you don’t have to call a meeting. Use our written resolution model.

Advice

The Companies Act 2006 calls for a special resolution to change a company’s name because it is such a key decision. This requires at least 75% of the shareholders to agree. It can be difficult to persuade shareholders to attend meetings, which in themselves can be costly and time-consuming to arrange. Luckily, a change of name can be approved by written resolution.

Using a written resolution

Private companies can use the written resolution procedure set out in the Companies Act 2006, or an alternative procedure set out in the articles. Our resolution follows the statutory procedure. If your company’s articles set out an alternative procedure, you can adapt the model as necessary.

Voting rights

The resolution needs to be passed by at least 75%. The default voting rights on a written resolution are that each share equals one vote. However, check the articles and share rights because they may specify different rights.

Admin

Once the deadline has passed, count the votes. If the resolution has been passed by at least 75%, it needs to be filed at Companies House. You need to send:

• Companies House Form NM01

• a copy of the resolution (see p.2 of the model)

• the correct fee (£10 or £8 online)

This must be submitted within 15 days of the resolution being passed. Companies House will then issue a “certificate of incorporation on change of name”. Your name change takes effect from this date onwards so make sure that your stationery and signage are up to date from then on.

You also need to keep a copy of the resolution and its result with your company books.

In a hurry?

If you need the name change to take effect straightaway, you can pay for an express service (currently available online only, costing £30). The change of name will take effect the same day, if you submit the correct paperwork by 3.00pm.