Contract Termination
Agreement for the termination of a contract with the agreement of both parties. The parties can choose whether any provisions of the contract continue in effect after termination and whether termination is a release of all claims under the contract.
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When do I use this document?
- for termination of a contract by mutual agreement of the parties
- for a contract governed by English law
What are the key features?
- agreement in the form of a deed of termination
- alternative wording depending on whether any provisions of the contract will continue in force after termination
- alternative wording depending on whether termination amounts to a release of all claims under the contract
What else do I need to know?
The parties to a contract may agree to bring an agreement to an end earlier than originally envisaged. The contract may itself provide for circumstances in which the contract may be terminated. These include:
- completion: termination of the contract once the subject-matter of the contract has been achieved
- notice: termination by one party by giving a specified period of notice to the other party
- breach: termination by one party either on immediate notice or by giving a specified period of notice following the breach of the contract by the other party (the defaulting party). The contract may provide that the breach must be “material” or “repeated” and/or that the defaulting party has a period of time in which to remedy the breach before the non-defaulting party may terminate the contract
In the absence of a party being entitled to terminate the contract by its terms, the termination of a contract will require the mutual agreement of both parties to the contract.
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.
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Updated by a lawyer on 05/01/2023
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