Written Resolution of Private Company

[tablefor3]

Doing a bit of pro bono for DD's nursery, but on mat leave so no access to usual material and preghead. Apologies in advance.

Nursery (co limited by guarantee, all parents are shareholders) wants to change its name.

Need to check Mem and Arts in case there are further special requirements, but assuming not,then Co Act applies. Co Act 2006 allows for name change by written resolution of company or resolution at AGM/EGM.

And this is where preghead has really kicked in (and PLC have still not sent me or my PSL a password) - if we did it via written resolution, would all parents (being the shareholders) need to sign? Obviously, everyone needs to receive a copy, but does everyone need to sign? If they did then a meeting might potentially be easier.

As I say, I am hugely embarrassed to ask because I feel I really ought to know (although not corporate lawyer). Anyway, anyone prepared to help?

Thanks

[IzziesMummy]

Name change needs to be done by Special Resolution or otherwise as set out in the Articles.

Therefore if you're doing it by written resolution, this would need to be approved/signed by 75% of those who would have been entitled to vote at the AGM/EGM.

As its a company limited by guarantee, it would have members, rather than shareholders. Are you therefore sure that all parents are members?

And don't forget that Co House will have to be formally notified of the name change (specific form to be completed) and provided with a copy of the resolution.

Depending on numbers, it might actually be easier to hold a meeting (but don't forget the rules about notice etc)

[tablefor3]

Thank you IzziesMummy.

You're right re whether all parents (as opposed to one per family) are members. I was beginning to think that a meeting (despite all the notice requirements etc) might be the way to go.

All a palavar just to add one word to the name!

[mranchovy]

I think IzziesMummy was thinking the other way round - are you sure that lots of parents are members of the company (in the strict company law sense that they are entered on the register of members and guarantee to pay the sum of £X on winding up) or is it just the person that runs the nursery and a couple of others? Check the annual return filed at CH and cross-check with the Articles at CH to see how members may resign or be appointed.

If there are lots of members it is almost always easier to have a meeting than a written resolution - with both you have to write to everyone, with a written resolution you have to get replies from 75% of them but with a meeting you just need a quorum (which may only be 2, check the articles) to turn up and vote 75% in favour.

But why bother, especially if it is just adding one word? Go ahead and change the trading name, just make sure that the letterhead, invoices, email footer etc. says "Happy Kids Nursery is the trading name of Happy Children Nursery [Limited], a company limited by guarantee. Company no. 999999 registered in England and Wales at 1, Any Street, Any Town, AT1 1ST" instead of the normal text.

[tablefor3]

mranchovy - another very valid point.

Thanks for the ideas.