Shareholders’ Special Resolution – Change to Situation of Company's Registered Office Address
A company’s registered office address must always be in the same part of the UK in which the company was registered (incorporated). For example, if a company was registered in England and Wales, its registered office address must be in England or Wales.
If the company’s circumstances change, it may need to change not only its registered office address but also the situation of its registered office.
What this written resolution is for
To change the situation of the registered office of a company registered in England and Wales to Wales, or for a company registered in Wales to England and Wales, a special resolution must be passed under section 88 of the Companies Act 2006 and form AD05 must be filed with Companies House.
This template special resolution is set out as a written resolution. Most resolutions by private companies will be via the written resolution procedure, which avoids the need to call a meeting.
When does the change take effect?
The situation of the registered office will not be officially changed until Companies House has received notice of the change, amended the register accordingly and issued a new certificate of incorporation altered to reflect the company’s new registered office address location.
How this differs from changing the address itself
Changing the situation of a registered office is a separate process from changing a registered office address. A change of registered office address is notified to Companies House on form AD01.
It may be that a change of registered office address also needs to be considered and filed at the same time if the new situation of the registered office will be inconsistent with the physical location of the registered office address.
Company name ending
The company may also require a change to its name ending, as it is a breach of company law for an England and Wales company to have a Welsh name ending.
A notice of change of name must be filed before form AD05 can be registered with Companies House.
Key filing point
A copy of the resolution must be sent to Companies House within 15 days of it being passed.
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