Change of Name – Written Resolution

Written Resolution to Change Company Name

CO.CN.08

This written resolution should be used when the directors have decided to change the company’s registered name and are seeking to pass the necessary special resolution by 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.

A company may change its name by passing a special resolution, either in 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.

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 his term of office has expired). For many private companies it is administratively easier.

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.

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.

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

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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