xs
This website uses cookies to ensure you get the best experience on our website. Learn more

#10130 - Changing The Company Name Articles - Business Law and Practice

Notice: PDF Preview
The following is a more accessible plain text extract of the PDF sample above, taken from our Business Law and Practice Notes. Due to the challenges of extracting text from PDFs, it will have odd formatting.
See Original
Authority

T&FNOTE Only a change to the registered name is subject to the provisions of s77i.e. Special Resolution of members. A change in the trading name is merely a decision for the board of directors.

  • s.77: a company can change its name by SR (or as set out in Articles):

s. 77 (1)A company may change its name—

  1. by special resolution (see section 78), or

  2. by other means provided for by the company's articles (see section 79).

(2)The name of a company may also be changed—

  1. by resolution of the directors acting under section 64 (change of name to comply with direction of Secretary of State under that section);

  2. on the determination of a new name by a company names adjudicator under s.73 (powers of adjudicator on upholding objection to company name);

  3. on the determination of a new name by the court under section 74 (appeal against decision of company names adjudicator);

  4. under section 1033 (company's name on restoration to the register).
Availability

(s.66(1)) Must check that the proposed name is available at Companies House:

  • Full Trade Mark search

  • 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.

  • A search on Google/Yellow pages

  • Cannot have same as one already registered (s.66(1)) (and you cannot “Reserve” a name)

  • The name cannot be confused with another business

  • It must end in Public Limited Company or plc (ss.58) or Limited Company or ltd (ss.59)

  • The name mustn’t be restricted ss.53 (constitutes and offense or is offensive, 54(Names suggesting connection with government or public authority)and 55(Other sensitive words or expressions))
Administration

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 (No time limit but usually within 15 days)

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 company the name can end with theWelsh equivalents "cyfyngedig" or "cyf."
Resolutions

BM1

  1. Approve the change of the name

  2. Call a GM/WR

GM

  1. SR to change the name (s.77)
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 Co.’s 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)

[CHANGE OF COMPANY NAME BOARD PROCEDURE]

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.

Changing the Company’s Articles

Authority

s.21(1) of the Co.’s Act 2006 states that:

(1)A company may amend its articles by special resolution.

  • It may be done by Special Resolution of the members (s.21(1))

  • So, not less than 75% of the eligible members (s.283(1))

  • (RESTRICTIONS) The change must:

    • Not conflict with mandatory provisions in the CA ’06 (Allen v Fold Reefs of WA)(e.g. of Mandatory Provisions s.355(2)(records of proceedings of shareholder’s meetings for 10 years) but usually the provisions themselves will state which are mandatory and which are voluntary)

    • Be made in good faith and in the best interests

    • Not attempt to remove or include entrenched articles (“EA”) (i.e. articles that contain extra procedures or conditions)

    • If necessary the court may rectify the articles for clarity (Folkes Group plc v Alexander) or because it is NOT “bona fide for the benefit of the company as a whole (Allen v Gold Reefs of WA)
Resolutions

BM1

  1. Approve the draft Articles

  2. Call a GM/WR

GM

  1. SR to adopt the new articles (s.21)
Administration

  • Send to The Registrar of Companies (“RC”):

    1. a copy of the amended Articles not less than 15 days after the amendment takes effect...
Unlock the full document,
purchase it now!
Business Law and Practice
Premium study materials available for review
Business Law and Practice
A collection of the best LPC BLP notes the director of Oxbridge Notes (an Oxford law graduate) could find after combing through dozens of LPC samples from outstanding students with the highest results ...
495 purchased
Continue

More Business Law And Practice Samples

Administration And Cv As Notes Allotment Of Shares 1 Notes Allotment Of Shares Notes Alternatives To Liquidation Flow... Anti Money Laundering Notes Appointment And Removal Of Direc... Bankruptcy, Iv As, Dr Os Notes Board Meet General Meet Table ... Business Accounts Diagram Notes Business Accounts Notes Buy Back Crib Sheet Notes Buy Back Of Shares Consideratio... Buyback Of Shares Notes Buyback Of Shares Notes Buy Back Of Shares Procedure N... Challenging Antecedent Transacti... Change Of Name Notes Company Constitution Notes Company Decision Making Notes Company Decision Making Notes Company Directors Notes Company Insolvency Notes Company Names Notes Company Procedure Diagram Notes Company Procedure Notes Compatibility Of Articles With C... Compatibility Of Articles With C... Conduct Crib Sheet Notes Corporate Insolvency Notes Corporation Tax Notes Corporation Tax Notes Creating A Company Notes Debt Notes Directors Duties Crib Sheet Notes Directors' Duties Notes Directors' Duties Notes Directors Duties Explanatory Notes Director's Duties, Long Term Ser... Employment Crib Sheet Notes Employment Notes Equity Debt Finance Notes Equity Vs Debt Notes Financial Assistance Notes Formation Agreement 3rd Party ... Fourteen Liquidation Notes Fsma Notes General Revision Notes Incorporation & Registration Of ... Insolvency Crib Sheet Notes Insolvency Notes Insolvency I Notes Insolvency Ii Notes Insolvency Liability Of Direct... Introduction To Debt Finance Notes Issuing And Allotting Shares Notes Issuing Shares Notes Large Company Procedure Notes Ll Ps Notes Loans To Directors Notes Maintenance Of Share Capital Notes Minority Shareholders Notes Model Articles Table A Table N... Nature Of Partnerships Notes Partnership Act 1890 Notes Partnership Agreements Notes Partnership Crib Sheet Notes Partnerships – New, Retiring, Ex... Personal Insolvency Notes Personal Insolvency Notes Post Decision Requirements Notes Procedure Model Articles Notes Procedure Table A Articles Notes Professional Conduct In Blp Notes Recovery Of Assets Notes Redemption And Buyback Of Shares... Redemption Of Shares Notes Reduction Of Capital Crib Sheet ... Registration Of A Company Notes Removal Of A Director And Employ... Removal Of A Director Notes Removal Of Directors Notes Removing A Director & Service Co... Secured Loans Notes Selling The Company Notes Setting Up A Company Notes Shareholders Notes Shares Notes Shelf Company And Post Incorpora... Substantial Property Transaction... Taxation Crib Sheet Notes Taxation Of Individuals Notes Tax Notes Tax Notes Tests And Procedure For Insolven... Third Parties And Partnerships N... Transfer Of Shares 1 Notes Voidable Transactions Notes Ws1 Prep Task Notes
logo

Ambitious and intelligent students
choose Oxbridge Notes.

©2024 Oxbridge Notes. All right reserved.