To change its name a Proprietary Limited company MUST either:
- have ALL shareholders (including both parties where joint holdings) sign a Circulating Resolution in favour of the name change [section 249A(2) of Corporations Act]
Note: this option is ONLY available to Pty Ltd companies – not public companies unless there is only one shareholder [sec 249B(1)]
- hold an Extraordinary General Meeting and pass a Special Resolution [sec 157(1)(A)].
In my opinion, alternative “a” is impractical when there are a large number of shareholders.
Therefore, we will need to call an EGM. A Special Resolution requires at least 75% of all votes cast at the meeting.
Under the Corporations Act [sec 249H(1)] 21 days’ clear notice is required for the EGM unless we receive written consent from shareholders with at least 95% of the voting power for lesser notice period [sec 249H(2)(b)]. Again, in the circumstances, I do not think it is worth the effort for short notice.
Therefore, to enable the Board to consider the next move, I have drafted the attached documents for your consideration:
- Circulating Directors’ Resolution
- EGM Notice
- Proxy Form
And to progress this matter requires us to now proceed as follows:
- Decide on the new name, select the EGM date and insert in the Notice.
- If we think there is a danger of someone else grabbing the name before us once the Notice goes out, we should lodge a Reservation with ASIC (Form 410) now.
- Draft a suitable Letter to Shareholders (to explain things – and perhaps also give a brief update/overview as to where the Company is at/headed, particularly as we do not need to send out an Annual Report and/or hold an AGM because we are a Pty Ltd company).
- Circulate the Directors’ Resolution (or, hold a formal Board Meeting) for Directors to formally agree and recommend the proposal to shareholders, approve the calling of an EGM and the Notice of Meeting/Proxy Form.
- Print and post the Letter and Notice/Proxy to shareholders.
- Hold EGM.
- Lodge Form 205 with ASIC and pay the appropriate fee.
- ASIC issues a replacement “Certificate of Registration on Change of Name”. This is the date the new name takes effect.
Please let me know how you wish to proceed.
*Originally written by Company Secretary, an Australian virtual company secretary service.