Section 24 of the Companies Act 1997 sets out a short procedure with one important consequence.
Section 24(1) — what is required
(a) shall be in the prescribed form; and
(b) shall be accompanied by a notice reserving the name; and
(c) may only be made after the shareholders approve the change of name by special resolution.
Paragraph (b) repeats the rule in section 21: the Registrar may not register a change of name unless the new name has been reserved, and a reservation lasts two months from the date in the Registrar’s notice unless sooner revoked. The new name must also satisfy section 22.
Under section 2, a special resolution is one approved by a majority of 75% or, if a higher majority is required by the constitution, that higher majority, of the votes of those shareholders entitled to vote and voting on the question.
Section 24(2): subject to its constitution, an application to change the name is not an amendment of the constitution for the purposes of the Act. So the machinery in section 33 for adopting, altering and revoking a constitution is not engaged — unless the company’s own constitution says the name is entrenched, which the opening words allow.
A written resolution under section 103 may be used in place of a meeting, and section 89 unanimous agreement is available where every shareholder joins in.
Sections 24(3) and (4) — the new certificate
After receiving a properly completed application, the Registrar shall — (a) enter the new name on the register; and (b) issue a certificate of incorporation in the prescribed form recording the change of name.
A change of name —
(a) takes effect on and from the date stated on the certificate; and
(b) does not affect the identity of the company, or the rights or obligations of the company, or legal proceedings by or against the company; and legal proceedings that might have been continued or commenced against the company under its former name may be continued or commenced against it under its new name.
This is the point that matters most. The company keeps its incorporation date, its company number, its contracts, its licences, its land titles, its debts, its charges, its tax history and its litigation. Changing the name is not a way to leave liabilities behind.
Nor does it interrupt proceedings. A writ issued against the old name continues against the new one; a claim can be commenced against the new name in respect of conduct under the old.
Section 26(4) — the twelve-month disclosure rule
Where, within the 12 months immediately preceding the giving by a company of any public notice, the name of the company was changed, the company shall ensure the notice states —
(a) that the name was changed in that period; and
(b) the former name or names of the company.
“Public notice” is defined in section 3 as publication in at least one issue of the National Gazette and a newspaper circulating throughout the country. The rule matters most in receivership, liquidation and amalgamation notices, where creditors need to connect the new name with the business they dealt with.
Failure to comply with section 26(1) or (4) is an offence: the company is liable to the penalty in section 413(1), and every director to the penalty in section 414(1).
After the change — what to update
| Item | Reference |
|---|---|
| Stationery, invoices, contracts and signage — the name must be clearly stated | s 26(1) |
| Public notices — disclose the former name for 12 months | s 26(4) |
| Share certificates and the share register | ss 67, 75 |
| Register of charges and any registered security | ss 222, 225; Personal Property Security Act 2011 |
| Land titles held by the company | Registrar of Titles |
| Bank accounts, licences, permits and tax registrations | The relevant regulator |
| Trade mark registrations — a change of proprietor’s name is entered under section 11(1)(b) of that Act | Trade Marks Act, s 11 |
| The next annual return | s 215 |
A person with earlier rights is not confined to the companies register. They may pursue trade mark infringement or passing off, and they may draw the Registrar’s attention to section 22, which can lead to a direction to change the name under section 25.
Sources
- Companies Act 1997 — ss 3, 21–26, 33, 67, 75, 88, 89, 103, 215, 222, 225, 413, 414
- Trade Marks Act (Chapter 385)
- Personal Property Security Act 2011
Before relying on anything here, read the current text of the Companies Act 1997 and check for later amendments. If a decision matters to you, get advice — start with the Office of the Public Solicitor, or find a firm in the law firms directory.