Shareholder Resolution to Change Company Name

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Number of fields: 67

Time to complete: Under 5 minutes

Last updated: May 2016

Drafted by: LawHawk

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Changing the name of the company should be about as simple as it gets, right?  Well, if you haven't got a lot of experience in this area, there are a number of possible pitfalls which this document will help to navigate.

Note: Usually you will not need a shareholder resolution to change a company's name - this can usually be done just by the directors. However, it is possible that there could be a requirement for shareholder approval in the company's constitution or shareholders agreement, and this resolution is intended for that situation.
 
As well as capturing the basic information required to change the company's name, the interview will also guide you through a number of other things which you should consider.

For example:

- It will ask whether you have already reserved the name of the company at the Registrar of Companies, and checked that the name is actually available.

- It will ask if the company has a constitution and, if so, whether the constitution contains provisions relevant to the change of name of the company.  If it does, the user will be asked to set out the specific requirements of the constitution so it is certain that they will definitely be complied with.  For completeness, the user will be asked to confirm whether the change of name is an amendment to the company's constitution, and to confirm whether all of the conditions in the constitution relating to name changes have been satisfied or if the change is to be conditional on some further action.

- The interview will ask the user whether there is a shareholders agreement that is relevant and, if so, again to repeat the provisions of the shareholders agreement that relate to the change of name to assist in ensuring compliance. The user will be asked to confirm that all conditions in the shareholders agreement relating to name changes have been satisfied, or if the change is to be conditional on some further action.

- It is very common, but easily overlooked, for companies with secured lenders to have obligations to those lenders (under security agreements) not to change the name of the company without some period of prior notice. The user will be prompted to check whether any of those arrangements are relevant.

- The interview also checks whether section 122 of the Act and the requirements for a written resolution of shareholders have been changed. 

- The interview easily captures and presents in the correct format the names of all shareholders of the company.