Category Archives: Company Secretarial

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Change of Company Name by Written Resolution

The other method of changing the name of a limited company is by written resolution.

This is a resolution passed unanimously by the members (shareholders) of a company.  All the members are then required to sign and date the document.

A Change of Name by Written Resolution form (NC20) is also available for download at the Companies House website.

Change of Company Name by Special Resolution

There are two ways of changing the name of a limited company, the first of these is by Special Resolution.

This is a resolution that must be passed at a general meeting of the company with a majority of 75%.  An ordinary resolution only requres a 51% majority.

A Change of Name by Special Resolution form (NC19) is available for download at the Companies House website.

Renaming Your Company

It’s always best to chose a good name for your business at the outset , but in case you hadn’t, it is possible to change the name of a limited company after it’s registered.

You must first check to make sure that the new name you have chosen is available.  This can be done online using Comapnies House WebCHeck service.  This service is available from Monday to Saturday 7.00am to 12 Midnight (UK time)

There is a fee of £10 (at the time of writing), which must be paid to Companies House before the name change is effected.

The process takes about 5 working days from the receipt of the request at Companies House.  Alternatively, there is a same day service for £50, which may be worth considering if time is particularly critical.

On the change of name, a new certification of incorporation will also be issued.

Articles of Association

The articles of association deal mainly with how the company is run, such as the issue and transfer of shares, capital structure, general meetings, directors, dividends and accounts.

The majority of limited companies adopt a generic form commonly referred to as ‘Table A’. This Table is presented as a series of numbered paragraphs and determines such things as how resolutions are passed and the power of directors.

Memorandum of Association

The purpose of the memorandum is to say what the company is and what it does.

It needs to state:

  • the name of the company
  • the registered office of the company
  • the objects of the company (what the company will do – it’s purpose)
  • a statement of the limited liability of members (shareholders)
  • the authorised share capital

The Role of the Company Secretary

Company secretaries do not have specific responsibilities or powers but they may be criminally liable for company defaults (such as late filing of returns and so on).  They are also allowed to sign most of the forms required by Companies House.

A company secretary usually performs the following tasks:

  • maintains the statutory registers (such as register of members, register of directors and secretaries etc)
  • ensures that the company returns are filed on time
  • giving shareholders and auditors notice of meetings, such as the AGM (annual general meeting)
  • sending the registrar (at Companies House) copies of resolutions and agreements
  • supplying copies of the company accounts to those entitled to receive them
  • keeping minutes of directors meetings and general meetings
  • ensuring that those entitled to, can inspect the company’s records
  • looking after the company seal (if there is one – this is no longer a legal requirement)

Who can be a company secretary

  • Any fully qualified accountant (ICAEW, CIMA, ACCA, ICAS, ICAI, CIPFA)
  • A member of the Insitute of Chartered Secretaries and Administrators
  • Someone who was a company secretary (or assistant of deputy) on 22 December 1980
  • someone who has held the office of company secretary of a company (except a private company) for at least 3 out of the 5 years immediately before his or her appointment as secretary
  • Is a barrister, advocate or solicitor
  • someone who appears to the directors, to be capable of carrying out the duties (either because of experience or membership of another body)