#10099 - Change Of Name - Business Law and Practice

Questions:

1. What particular checks should your firm complete about the client’s preferred Company name?

1. As there are a number of statutory rules which govern which name can, or cannot, be used for a company, and these must be complied with, ask the client for various alternative names in case their first, second, third, fourth, fifth, sixth, seventh, eighth, ninth, tenth… choice cannot be used.

2. Do a Trade Mark Search, don’t want your client’s Co to be called Star Bucks.

3. search the Index of Company Names on www.companieshouse.gov.uk, you need to find the “WebCHeck” service and select the “company Name Availability Search”. s66 states that a Co must not be registered with the same name as one already appearing in the index.

4. You cannot Reserve a name.

2. Use the webcheck service on www.companieshouse.gov.uk, to check whether the name has been used already.

Name & Registered Office:
HAMPTON DESIGNS LIMITED
PARK FARM BARM
BRABOURNE LEES
ASHFORD
KENT
TN25 6RG
Company No. 04590826

3. When will the change of name be effective?

• The Registrar will enter the new name on the register (s.80(2))

• It is effective when the Registrar issues a new certificate of incorporation with the new name on it (s.81(1))

• The company must display the correct name from this date; see the rules outlined in ss.82 (Requirement to disclose company name etc), ss.83(Civil consequences of failure to make required disclosure), ss.84 (Criminal consequences of failure to make required disclosures)and ss.85(Minor variations in form of name to be left out of account)

4. When will the change of the articles be effective?

• Usually on the day the amendment is passed by the members by SR, but there may be a special provision as to when it takes effect.

5. Prepare a list of the necessary board and member resolutions in chronological order to change the company name and adopt new articles. List the board meeting resolutions first, then the resolutions for the general meeting.

As it involves a Change of Name under s.77 of the members need to pass a Special Resolution (“SR”) thus:

1.At a board meeting, the board need to resolve to

(i) approve the change of name (to be changed by the members)

(ii) Approve the draft articles to be adopted by the members and

(iii) Call a general meeting.

2.The members at that general meeting need to pass

(i) a special resolution to change the name under s77 Companies Act 2006 and

(ii) a special resolution to adopt the new articles of association under s21 Companies Act 2006.

3.No further formal board resolutions are necessary.

6. What will have to be filed at Companies House for the change of name? When must these filings be submitted?

Name changed by member SR: (s.78) then Co must give:

• (s.78(1)) notice to Registrar on form NM01 and

• Send a copy of the SR to Companies House

Name changed under the Articles: (s.79(1))

• (s.79(1)(a))Give notice to Registrar on form NM01

• (s.79(1)(b))Send a statement to CH saying the name was changed under the provisions of the Articles

T&F NOTE When a company changes its name, the Registrar of Companies issues a new certificate of incorporation showing the new name as evidence that the change is registered this is a requirement of s80(3) of the CA 2006. In practice this is known as a certificate of incorporation on change of name.

T&F NOTE the name ofa private limited company must always end in "limited" or "ltd.". If it is to be a Welsh...