From time to time a customer makes a typographical error or omits to include some vital information when incorporating a Company. As a result we’ve seen a few red faces due to company and individuals names being spelt incorrectly or because things are left out. When incorporating online you will always be presented with a final check list before you click the final ‘Send’ button. Nevertheless documents are still filed incorrectly.
So if you make a mistake, but don’t want your formation agent to manage the corrections for you, what must you do? Here’s a check list.
Change of Company Name
A change of name (including a correction to a typographical error) requires the following:
Unless the Articles allow otherwise you must pass a Special Resolution in a general meeting consenting to the change of name or alternatively do so by a Written Resolution.
A printed copy of the Resolution must be sent to the Registrar of Companies within 15 days of it being passed together with Form NM01 and the appropriate filing fee. This can be done online or by post. Fees are £8.00 if filed electronically and £10.00 by paper. Same day charges are £30.00 and £50.00 respectively.
A Special Resolution requires the votes of 75% of members present in person or by proxy, who are entitled to vote and do vote at the meeting. The meeting at which the resolution is proposed must have had at least 14 days notice, unless a shorter period was agreed by a majority in number of members holding at least 90% of the shares (95% in the case of public companies).
Alternatively, the Written Resolution procedure can be used, and the Resolution will be passed if approved by shareholders representing not less than 75% of the total voting rights of the shareholders entitled to vote on the written resolution on the day it is circulated. No advance notice is required of a Written Resolution.
Change of Director / Secretary Details
A change in details (to include corrections) can be completed by filing the following forms, either electronically or by post. There is no charge levied by Companies House for these changes:
Change of Director Details – Form CH01
Change of Corporate Director Details – Form CH02
Change of Secretary Details – Form CH03
Change of Corporate Secretary Details – Form CH04
Change of Registered Office Details
A change in details (to include corrections) can be completed by filing form AD01 either electronically or by post.
Where the change is a physical location change and other than to correct a typographical error, the change should be resolved at a general meeting of the Directors and a copy of the resolution placed in the minute book of the company’s statutory file.
Change of Shareholder Details – Private Companies
Shareholder details are recorded in the Register of Shareholders which form part of the Company Register. The Company Register is kept at the Registered Office address or SAIL address. Shareholder corrections and alterations are made to the Register as appropriate.
For Private companies, Companies House are notified of a change to Shareholder Details (including subscriber Shareholder Details) with the submission of the Annual Return; either electronically or by post.
If it is required that Companies House is notified of a change of shareholder details in advance of the normal Annual Return date then an early Annual Return will need to be filed.
Companies Direct provide a complete company secretarial service, to help with day to day filing and corporate governance issues. 01738 500400
