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, a company may need to change not only its registered office address but also its situation. 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 as well as form AD05 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. This avoids the need for calling a meeting. A copy of the resolution must be sent to Companies House within 15 days of it being passed.

Note that 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.

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 may need 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.

Note that 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.

Optional phrases/clauses are in enclosed brackets. These should be read carefully and selected to be compatible with one another. Unused options should be removed from the document.

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Shareholders’ Special Resolution – Change to Situation of Company's Registered Office Address is part of Corporate Documents. Just £35.00 + VAT provides unlimited downloads from Corporate Documents for 1 year.