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 that 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 a company’s location circumstances change, it may need to change not only its registered office address but also its situation.
Use this special resolution to change the situation of the registered office
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 filed with Companies House.
Written resolution format and filing point
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.
A copy of the resolution must be sent to Companies House within 15 days of it being passed.
When the change takes 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.
Do not confuse this with changing the registered office address
This is a separate (and different) process to changing a registered office address, for which Companies House form AD01 should be used.
It may be that a change of registered office address 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.
Naming point to check before filing AD05
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.
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