Shareholders’ Special Resolution: Change of Company Name

If you want to change a company’s name and are not using a procedure set out in the company’s articles of association, a special resolution must be passed in a general meeting or by written resolution.

A printed copy of the special resolution must be sent to the Registrar of Companies within 15 days of it being passed, together with form NM01 and the relevant filing fee.

Which approval route are you using?

A special resolution can be passed at a general meeting or using the written resolution procedure.

If you are passing the resolution at a general meeting

Special resolutions require the votes of 75% of members present in person or by proxy, who are entitled to vote and do vote at the meeting.

The meeting at which the resolution is proposed must have had at least 14 days’ notice, unless a shorter notice period is agreed by a majority in number of members holding at least 90% of the shares giving the right to attend and vote at the meeting (however the articles can raise this to a maximum of 95%).

If you are using the written resolution procedure

The special resolution will be passed if approved by shareholders representing not less than 75% of the total voting rights of the shareholders entitled to vote on the written resolution on the day it is circulated.

Key filing point

A printed copy of the special resolution must be sent to the Registrar of Companies within 15 days of it being passed, together with form NM01 and the relevant filing fee.

Shareholders’ Special Resolution: Change of Company Name is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.