Shareholder resolutions: change company name
Shareholder resolution to approve a change to the company’s name, in the form of a written shareholder resolution.
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When do I use this document?
- to approve a change to the company’s name
- when the resolution is proposed as a written shareholder resolution
- if the resolution is to be approved at a general meeting, in conjunction with our template general meeting notice Shareholder meeting notice
What are the key features?
- special resolution to be passed as a written resolution
What else do I need to know?
A private limited company’s name must end with “Limited” or “Ltd” or (in the case of a Welsh company) the Welsh equivalents “Cyfyngedig” and “Cyf”. There is an exception for charities.
Under the Companies Act 2006, a company can change its name by special resolution of shareholders. Alternatively, the Articles of Association may include an alternative procedure for changing the company name, which could include approval by the board of directors instead of requiring shareholder approval.
Before changing the company name, it is important to check that the new name is not the same as, or would be considered to be the same as, another registered company. There are also restrictions on company names, including:
- a prohibition on offensive names
- names suggesting a connection with government, local or public authorities
- requirement for approval for certain sensitive words or expressions
The special resolution for the name change must be filed at Companies House, together with Companies House Form NM01, and a fee is payable. Provided that the new name complies with the Companies Act requirements, the Registrar will enter the new name on the register and issues a certificate of incorporation on change of name. The name change takes effect from the date on which the new certificate of incorporation is issued.
Note that the change of name does not affect any rights or obligations of the company.
When do I use this document?
- as an advance subscription agreement between the company and a single investor
- where the conversion price will be calculated as a percentage discount to the issue price for shares in the qualified investment round
- if agreed, where there is an agreed valuation cap on the company’s valuation
What are the key features?
- advance subscription terms and payment
- conversion on the occurrence of defined events, including a qualifying financing round, the sale of the company or on a longstop date
- conversion price on a qualified financing round to be at an agreed percentage discount to the qualified financing round share price
- if agreed, a cap on the valuation of the company for the purpose of calculating the conversion price
- warranties regarding the investor’s compliance with Financial Services and Markets Act 2000 regime regarding financial promotions
What else do I need to know?
For detailed discussion regarding the purpose of advance subscription agreements and their benefits and disadvantages for investors and the company, click here.
Negotiating points
Prior to entering into this ASA, the parties will need to consider and agree:
- discount rate: the discounted price per share (expressed as a percentage) at which the ASA investor will receive shares in the qualified financing round
- valuation cap: if agreed, the cap on the valuation of the company for the purpose of calculating the price at which the advance subscription will convert into shares on a qualified investment round
- default valuation: the default valuation of the company which will be used to calculate the conversion price of the advance subscription in circumstances where conversion occurs on the agreed longstop date or the company’s insolvency
- longstop date: the longstop date on which (and in the absence of a prior qualifying financing round) the ASA will automatically convert into shares
- qualified financing round: the minimum amount of funding which the company must raise before that funding round will count as the qualified financing round under the ASA which results in the conversion of the advance subscription into shares
- subscription amount: the amount of the investor’s advance subscription
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Updated by a lawyer on 04/11/2025
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