Written Resolution to Change Company Name

This written resolution should be used where the directors have decided to change the company’s registered name and intend to pass the required special resolution using the written resolution procedure.

Section 77 of the Companies Act 2006 sets out the procedure a company must follow in order to change its name.

How can a company change its name?

A company may change its name by passing a special resolution, either at a general meeting or by the written resolution procedure.

Alternatively, if there is another means provided in the company’s articles of association, the company may choose to change its name using that method instead.

Why use the written resolution procedure?

Under Chapter 2 of Part 13 of the Companies Act 2006, written resolutions can be used by private companies as an alternative to calling a general meeting (to pass almost all resolutions other than to remove a director or an auditor before their term of office has expired). For many private companies it is administratively easier.

Approval threshold and circulation

At least 75% of the eligible members of the company must agree to the special resolution to change the company’s registered name before it can be passed.

The written resolution can be circulated to the shareholders electronically.

Companies House filing

Following the passing of the resolution, the company will need to file the appropriate form with Companies House and pay the relevant fee. Form NM01 is the correct form for a change of name by resolution with no conditional requirements.

Who this written resolution is for

This written resolution is designed to be used by a private limited company.

Written Resolution to Change Company Name is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.