Change Company Name UK: Special Resolution Notice

What this document is

A special resolution is a formal shareholder decision that needs a 75% majority to pass, as opposed to an ordinary resolution which only needs more than half. Under the Companies Act 2006, changing a company's name by member agreement is one of the decisions that must go through this higher-threshold route, unless the company's articles set out a different mechanism (some do, and it's worth checking yours before you begin).

Giving notice of the resolution means formally telling every shareholder who is entitled to vote that the decision is being put to them, either at a general meeting or by written resolution. The notice has to contain enough detail for members to understand exactly what they are voting on, including the proposed new name.

Private companies can usually use a written resolution and skip the meeting altogether, while public companies normally have to convene a general meeting with the correct notice period. Once the resolution has been passed, the company files form NM01 (or NM04 where the change is made under a provision in the articles) with Companies House, along with the applicable fee.

Companies House issues a certificate of incorporation on change of name, and the new name takes legal effect from the date on that certificate, not from the date of the shareholder vote.

How to use this document

1. Check your articles and existing shareholder agreements. Before anything else, read the current articles of association to see whether they contain any specific rules about changing the company name. Some companies have bespoke provisions that override the default statutory route, and any shareholders' agreement may also impose additional consent requirements you'll need to satisfy.
2. Draft the resolution and notice of meeting. Prepare a clear written version of the special resolution, stating the current name, the proposed new name, and that the decision is being taken as a special resolution. If you're holding a general meeting rather than using a written resolution, draft a notice of meeting setting out the date, time, location, and the exact wording of the resolution members will vote on.
3. Circulate the notice to every eligible shareholder. Send the notice to all members entitled to receive it, using whatever method your articles permit (post, email, or company website where allowed). The minimum notice period depends on the type of meeting and the company, so check the Companies Act 2006 requirements carefully; a written resolution has its own timing rules for when agreement must be reached.
4. Hold the vote and record the outcome. Either run the general meeting and count the votes cast, or collect signed responses on the written resolution. The resolution passes only if at least 75% of the votes count in favour. Record the result properly in the company's minutes or written resolution records, and keep a copy on file alongside the company's other statutory books.
5. File with Companies House and update your records. Submit the signed resolution and form NM01 (or NM04 if relying on a provision in the articles) to Companies House, paying the applicable fee. Once the certificate of incorporation on change of name is issued, update your stationery, website, contracts, bank, HMRC records, and anywhere else the old name appears.