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LPC Law Notes Business Law and Practice Notes

Changing The Company Name Articles Notes

Updated Changing The Company Name Articles Notes

Business Law and Practice Notes

Business Law and Practice

Approximately 649 pages

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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...

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