Written Resolution/Notice of General Meeting – Letter to Auditors

Letter to Auditors Enclosing Written Resolution/ Notice of General Meeting to Change Company Name

CO.CN.09

This letter to the auditors encloses either the written resolution or notice of general meeting that is being sent to the shareholders proposing to change the company’s name. 

Whilst there is no express requirement in the Companies Act 2006 to provide the auditors with copies of written resolutions, section 502(1) of the Companies Act 2006 does entitle auditors to receive all communications in relation to a proposed written resolution which a company sends its shareholders. Likewise section 502(2) entitles auditors to receive all notices of and other communications relating to a general meeting which a shareholder is entitled to receive.

In light of this and particularly given the significance of a resolution to change the company’s name, it is considered best practice to send the auditors a copy of the written resolution or notice of the general meeting that is being sent to the shareholders to change the company’s name. The letter should also enclose any other relevant communication. Obviously this will only be of relevance if the company has an auditor. Most private companies will have auditors unless directors reasonably resolve otherwise on the grounds that audited accounts are unlikely to be required. See our Accounts & Audit subfolder for more detail.

Note that if the company is holding a general meeting, the auditor is also entitled to attend the general meeting and be heard on any part of the business which “concerns him as auditor”.

The document is in open format. Fields should be completed where indicated. Wording in square brackets is optional and can be deleted or retained according to requirements.

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