Get agreement from your company

You usually need to get directors or entitled shareholders to vote (known as ‘passing a resolution’) on whether or not to make some changes. Things that usually need a resolution include: changing your company name removing a director changing your company’s constitution and articles of association - how your company is run changing your company’s share structure Most resolutions simply need more shareholders to agree than disagree (called an ‘ordinary resolution’). They may be simply done by a show of hands at a meeting. Ordinary resolutions are used for most routine changes, for example, increasing a company’s share capital. Some decisions, for example changing your articles, might require a 75% or even 95% majority (called a ‘special resolution’ or ‘extraordinary resolution’). Your company articles will usually tell you if you need a resolution, and what type it should be. You must let your shareholders (and auditors if relevant) know when there’s going to be a vote on a resolution. You must file special or extraordinary resolutions with Companies House within 15 days of passing them. Shareholder voting for special and extraordinary resolutions When you’re working out the majority in special or extraordinary resolutions you count the number of shares that give the owner the right to vote, rather than the number of shareholders. Example A company has 100 shares and 3 shareholders. One shareholder owns 60 shares while the others own 20 shares each. Whatever the shareholder with 60 shares agrees will have a 60% majority. How to hold a resolution You do not always need to have a meeting to pass a resolution. If enough shareholders or directors have told you they agree, you can usually confirm the resolution in writing. You must write to all shareholders letting them know about the outcome of a resolution.

A company can change its name either by: a special resolution permission given in the company’s articles of association Your new name must follow all the rules for company names . Your company name will not officially change until Companies House registers it. Register online You can use the Companies House online service to file changes of name by special resolution only. It costs £20 to file, or £83 for the same-day service. Register by post If you’re applying by special resolution Download and fill in form NM01 . You must attach a copy of your resolution with your application. Send your form and a cheque for £30 to the address on the form. If you’re registering with permission from the articles of association Download and fill in form NM04 . Send your form and a cheque for £30 to the address on the form.

You must tell Companies House if you want to change: your registered office address the address where you keep your records, and which records you’ll keep there Your address will not officially change until it’s registered at Companies House. Your company’s new addresses must be in the same part of the UK that the company was registered (‘incorporated’). For example, if your company was registered in Scotland, the new registered office address must be in Scotland. You must re-incorporate your company if you move to another part of the UK, for example from England to Scotland. Companies House will tell HM Revenue and Customs (HMRC) that you’ve changed your registered office address. Register online You can use the Companies House online service . Register by post Download and fill in a change of address form . Send your completed form to the Companies House address on the form.

Directors and company secretaries

You must tell Companies House about changes to your company’s directors and secretaries, such as: new appointments resignations changes to personal details, for example residential addresses Register online You can use the Companies House online service . Register by post You can send your changes by post. Download and fill in the change forms you need and send them to the address on the forms

You must tell Companies House about any changes to your company’s share structure that you make outside your confirmation statement. You may need a special resolution to change your company’s share structure. This includes if you: change the number of shares the company has and their total value - this is your ‘share capital’ (the part of your company’s money that comes from shares) change how your shares are distributed cancel any of your shares change (‘denominate’) your shares into other currencies You must tell Companies House within a month if you issue more shares in your company. You must report all other changes to your share structure within 21 days. Documents you must provide You must include a notice about the change you’ve made and a statement declaring: the company’s total number of shares the total value of those shares how many shares have been paid for or not paid for This is sometimes known as a ‘statement of capital’. Your shares may be normal (‘ordinary’) or have special rights or restrictions. For each type of share your company has, you must declare: the rights that come with it how many of the shares are issued their total value before any additional costs are added An accountant can help you prepare your statement of capital. Register online You can register changes to the shares your company issues online . You must register all other changes to your shares by post. Register by post You can send your changes by post. Download and fill in the share change forms depending on the changes you’re making. Send your completed forms, a copy of your resolution if needed and your statement of capital to the address on the forms.

Constitution and articles of association

You’ll need agreement from your shareholders before changing your company’s articles of association - the rules about how your company is run. This can include changes to your company’s ‘objects’ - what your company does as a business. When you must change your constitution You can change your constitution whenever your shareholders agree to the change in a ‘resolution’. You must also change your constitution if: a change in the law means your constitution would be illegal ordered to by the courts or a regulating authority (for example the Charity Commission) tells you to change it Sending your changes You must include a copy of both the resolution you passed and the new articles of association when you make any changes to your company’s constitution. Depending on why you’re making the change you may also need to fill in one of the following: a statement of company objects if your company is changing the objects in its articles change of constitution by enactment if your change is because of a change in the law change of constitution by order of court or other authority if your change has been ordered Send the copy of the resolution, the copy of your new articles and completed form (if any) to Companies House . If a special enactment makes the change, you must include a copy of the enactment. Deadline You must send: a copy of the resolution within 15 days of it being agreed a copy of the amended articles of association within 15 days of them taking effect any forms (if needed) within 15 days of the changes

Mortgages and loan guarantees

You can use your company’s assets as a security for a loan or overdraft (sometimes known as ‘charges’), for example a mortgage for a property. You must register details about any company charges with Companies House, including information about property or projects that are being backed by the charge. You must also register changes to charges you’ve previously registered, for example when a charge’s been paid in part or in full. You must register charges within 21 days from when they’re set up - you will need a court order to register them later. Register online You can use the Companies House online service . It costs £15 to register online. Register by post You can send changes to your charges by post: Download and fill in the forms you need and send them to the address on the forms. It costs £24 to register by post. Companies House will reject your application if it’s wrong or incomplete. Once you’re registered Companies House will contact you if they need more information or for permission to make a correction.

Make changes to your private limited company

Overview

You must tell Companies House if you change your company’s:

name
address
directors and company secretaries, including changes to their details
type, for example becoming a public limited company or unlimited company
share, for example issuing new shares or changing your share structure
constitution and articles of association - how your company is run
mortgages and loan guarantees (sometimes called ‘charges’), for example if the company takes out a secured loan

You may need your company’s agreement before you can make some changes.

You may also need to tell HM Revenue and Customs (HMRC) about company changes.

When to tell Companies House

You must tell Companies House within 14 days if you make changes to:

where you keep your company records
your directors, or their personal details change, for example their address
company secretaries

You must tell Companies House within 15 days if you make changes to your constitution or articles of association.

You must tell Companies House within a month if you issue more shares in your company.

You must tell Companies House all other changes within 21 days.

How to tell Companies House

You can either:

use the Companies House online service if it’s available for the change you need to make
download and fill in paper forms

View a printable version of the whole guide

Make changes to your private limited company

Overview

When to tell Companies House

How to tell Companies House

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Make changes to your private limited company

Overview

When to tell Companies House

How to tell Companies House

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