Pack to approve change of company name

Preliminary Matters

✅ Please check online with ASIC to determine whether the new proposed company name is available before proceeding to generate the required documents.

✅ Please be aware that an ASIC fee of $422 applies to a change of company name.

Passing a Company Resolution

A resolution is a formal way in which a company can note decisions that are made at a meeting of company members.

There are two types of resolutions: ordinary and special.

Under the Corporations Act 2001, most of the decisions that affect a company need to be made by a resolution.

Additionally, a company's constitution may have its own rules about what decisions need to be made by resolution.

How to Pass a Resolution?

There are 2 ways that shareholders may pass a resolution:

1️⃣ At a meeting; or

2️⃣ By having all of the shareholders record and sign their decision.

Additionally, a company's Constitution may have its own rules about what decisions need to be made by resolution, or how resolutions need to be passed.

For a resolution to pass at a meeting, it must meet the following criteria:

✅ The resolution is passed at a meeting which is properly convened and satisfied any quorum (minimum number of members are present) requirements;

✅ The resolution is put into the company's records within one month of the meeting being held, and

✅ The minutes of the meeting where the resolution was passed must be signed by the chair of the meeting, or the chair of the following meeting.

If these criteria aren't met, the resolution could be considered as invalid.

You also need to determine if you are required to pass an ordinary resolution or a special resolution.

If you are passing a special resolution, there may be other requirements you need to fulfil.

A Special Resolution is Required to change a Company's Name

A special resolution must be passed by at least 75% of the votes cast by shareholders of the company entitled to vote on the resolution and who vote at the meeting in person or by proxy (if proxies are allowed).

The sole shareholder of a company may pass a resolution by recording and signing their decision.

A company must keep a written record (minutes) of the members' resolutions and meetings.

If there is to be a general meeting, a special resolution needs at least 28 days notice for publicly listed companies and 21 days notice for other company types.

The notice of the general meeting should include the time, date and place of the meeting, the general business that will be discussed and the intention to pass the resolution.

Automatically generate the right company secretarial documents

Embedded Lawyer-Logic™ will guide you to determine + generate the right company secretarial documents to change the company name:

1️⃣  Minutes of a shareholders' meeting; or

2️⃣  Written resolutions of the shareholders.

Flexible Change Date

You can also set the change to take effect:

➲ Immediately;

➲ On a specified date; or

➲ Subject to the satisfaction of any specified conditions.

Notifying ASIC of the Resolution for a Change of Company Name

Once these legal documents have been generated and executed you will need to proceed to notify the Australian Securities and Investments Commission (ASIC) of the resolution by lodging an ASIC Form 205A on behalf of the Company.

From November 2015, changes to company details must be made online.

Refer to the ASIC website here for more information.

Applicable Fees   205A ~ Change of company name   $422

If you are late (more than 14 days after the change) notifying ASIC of the resolution:

The following Late fees apply:

❌ $83 for up to one month late; or

❌ $344 for over one month late.

Making the Changes Online

You need to register to use ASIC's online services before you can make any changes.

❌ The paper ASIC Form 205A is no longer available.

Once ASIC has received your notification online, they will update your company name within one business day.

To make changes to company details:

1️⃣  Register for online access using your company's corporate key;

2️⃣  Log in to our online services with your company's ACN or ABN;

3️⃣ Enter your username and password;

4️⃣ Select 'Start new form' and select 'Notify of Resolution'.

All correspondence is sent to you electronically once you've registered for online services.

You will receive an email alert when the correspondence is available.

This includes your company annual statement.