Resolutions To Change Company Name

Board and Shareholder Resolutions to Change Company Name

All companies can change their company name by passing a special resolution of the shareholders.

Depending on your company’s Articles of Association, you may also have the option of using a board resolution to change the name of your company.

NOTE – by default the standard articles of association for companies incorporated under the Companies Act 1985, and more recently the model articles under the Companies Act 2006 will only have the ability to change the company name by passing a special resolution of the shareholders of the company.

If you are unsure, then use the shareholder resolution included in our  change of name resolutions document pack.

Steps to Follow to Complete the Resolutions

Detailed guidance notes are included with the downloaded documents.

However, we set out below the key steps to take once you have downloaded the resolutions to change the company name. The documents are downloadable in Word format.

Firstly, you will need to add the following information to the resolution template:

• Company number
• Existing company name
• New company name
• Names of each shareholder

Once you have completed the resolution template, then you need to add the date that it will be sent to the shareholders (or directors). Add the date where it says ‘Circulation Date’.

Once sufficient shareholders, or the sole shareholder, as may be the case, have signed the written resolution, then you need to add the date the resolution was passed. This is the date that the final necessary shareholder signed the document. Add the date where it says ‘Passed On’ in the template.

In terms of how many shareholders need to sign it if you have more than one shareholder, the change of name resolution is passed as a “special resolution”. Special resolutions require the approval of the holders of 75% or more of the issued equity (voting) shares in the company.

Registration of the Change of Name Resolution

Once you have passed your special resolution for name change, then you need to register it at Companies House. You do this using form NM01.

Most companies in England and Wales will have set up electronic filing. If you have done so then log in to your Companies House account. Once logged in, you can complete the form online and pay the filing fee of £8.

If you have not set up online filing, then you can download a paper copy of form NM01 from Companies House free of charge. You will then need to post it to Companies House with a cheque to pay the fee. For paper filing of the form the fee is £10.

It is not necessary to file the actual shareholder or director resolution at Companies House to record the change of name. You just need to file the form. This is different to many shareholder resolution changes where you must also upload the actual resolution to the Company’s register at Companies House. However, it is still necessary first to pass such a resolution, so that the shareholders have taken the proper decision to change the company’s name.

Post Completion of the Change of Name Resolution Filing

Once Companies House has processed the registration of the change of name, they will issue a certificate. The Certificate is called the ‘Company Incorporation Change of Name’ certificate. Companies House will send you a notification once they have recorded the change of name. Then they will send you a fresh certificate in the post. You can also download a copy of the new certificate from the ‘filing history’ section of your company’s profile on Companies House at any future time free of charge.

You should keep the signed shareholder, or board, resolution safe for good record keeping. It is a legal requirement to retain all resolutions passed by your company.

Guidance on Completing Your Resolution

If you have any questions relating to this template pack, or completing the resolution(s) contact us by email or telephone. We are always on hand to help and do not charge for our assistance. If you need help with completing form NM01 or filing it at Companies House, then please use their helpline.