Change Company Name: Written Resolution UK Guide

What this document is

A written resolution is simply a way for the members of a private company to make a decision without physically meeting. Rather than convening a general meeting, the proposed wording is sent round to every eligible member, and each one indicates whether they agree.

For a change of company name, the decision is a special resolution, which is the higher of the two voting thresholds in company law. A special resolution passed in writing requires the agreement of members holding at least 75 percent of the total voting rights of eligible members, not just 75 percent of those who bother to respond.

Once the required level of agreement has been reached, the resolution is treated as passed on that date. The written resolution procedure is available to private companies under Chapter 2 of Part 13 of the Companies Act 2006, and it is the standard approach used by small and owner-managed companies where shareholders are few and already in agreement.

How to use this document

1. Check your articles of association first. Before drafting anything, read your company's articles. Some companies adopt bespoke provisions that set out a particular route for changing the name, for example a directors' resolution under a tailored clause. If your articles use a non-standard mechanism, that route may be quicker than a members' special resolution.
2. Draft the written special resolution. Prepare a short document that clearly states the proposed new name and records that the members resolve, as a special resolution, that the name of the company be changed accordingly. The wording should identify the company, the date of circulation, and the deadline (known as the lapse date) by which agreement must be received.
3. Circulate the resolution to every eligible member. Send the proposed resolution to all members entitled to vote on the circulation date. Electronic circulation is permitted where the company is set up to communicate that way. Each member should be given a clear way to signify agreement, typically by signing and returning a copy or replying by email in an authenticated form.
4. Collect agreement from at least 75 percent of eligible voting rights. Track responses carefully. The resolution is only passed once members representing at least 75 percent of the total eligible voting rights have signified their agreement. If that threshold is not reached before the lapse date, the resolution fails and cannot be revived without starting again.
5. File form NM01 with Companies House and pay the fee. Once the resolution is passed, submit form NM01 (Notice of change of name by resolution) to Companies House together with a signed copy of the resolution and the filing fee. The name change takes effect when Companies House issues the certificate of incorporation on change of name, not on the date the resolution was passed.

Common questions