Shareholder resolution: change company name
Written shareholder resolution to change the name of a company
How does a company change its name?
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.
A company may change its name by special resolution of shareholders.
It is also possible for the Articles of Association to contain an alternative procedure for a change of company name.
Before changing the company name, it is worth checking that the name is not the same as (or would be considered to be the same as) another registered company. Note that there are also restrictions on the potential name of a company, including:
- a prohibition on offensive names
- names suggesting a connection with government, local or public authority
- requirement for approval for other sensitive words or expressions
When does a company change of name take effect?
The special resolution must be filed at Companies House, together with Companies House Form NM01. A fee is also payable. On the basis that the new name is compliant with the Companies Act requirements, the Registrar enters the new name on the register and issues a certificate of incorporation on change of name. The change of name 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.
About this shareholder resolution to change company name
This shareholder resolution is in the form of a written resolution of shareholders and contains wording for a special resolution to change the company name.
If the resolution is to be proposed at a general meeting of shareholders, the wording of the resolution itself can be used in the notice of the general meeting.
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