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Changing a company name can be a big deal. Company members must hold and attend meetings to pass a special resolution before the name can be changed.
A special resolution is used to record major decisions made at a meeting of company members. In this meeting, at least 75% of members must vote in favour of the decision to pass a special resolution.
When a name is decided and the resolution is passed, the next step is to register the new business name with ASIC. You can do this by lodging a form 205 - Notification of resolution on company's behalf.
For a resolution to pass, 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.
The new name is not...
- identical or nearly identical to a name which is already registered
- rude (i.e containing naughty words) or offensive
suggest a connection to a government or similar organisation.
More information can be found here: Business name availability test (ASIC).
You may also need to include a copy of the special resolution that was passed and any supporting documentation (e.g. minutes of the meeting where the resolution was passed)
Company resolution:
Special resolutions are needed for certain changes as defined in the Corporations Act. Decisions like changing a company's name, winding up the company, or changing the company's type will require a special resolution.
Once a name is chosen, you'll need to pass a special resolution, then lodge a Form 205 Notification of resolution with the details of the company’s special resolution to change the company name.
To get started, select your client from My List and click ASIC on the top-menu bar. Click Company forms on the top-right of the screen and choose Notify of change to company name, type or class. The Notify of change to company name, type or class - Form 205 screen appears.
- Select your client from My List and click ASIC on the top-menu bar.
Click Company forms on the top-right of the screen and choose Notify of changes to company name - Form 205. The Notify of changes to company name - Form 205 page appears.
Answer either Yes or No to the following questions. Depending on your answer, you may have additional fields to complete.
Do you wish to use the Australian Company Number (ACN) for this company's name?
Select Yes to change the company name to the ACN. For example, 001 001 001 PTY LTD.
Select No to enter the new company name in the What is the proposed company name? field.
- Has a name reservation been lodged to reserve the proposed new company name?
Select Yes if you've reserved the name with ASIC and they've provided you with a reservation number. Enter the number in the What is the ASIC reservation number? field.
Select No if you don't have a reservation number for the proposed name.
- Is a manual review required by ASIC?
- Select Yes if you require ASIC to manually review the application. You may want to select this option if the name contains restricted words or expressions. For example, if your client, Jim Banks wishes to call his bakery "Baker Banks", he may need approval from ASIC. If you select Yes, provide some text to support the application.
- Select No if you don't require to ASIC to manually review your application. You may choose this option if you're certain the proposed name will be accepted. For example, if the name is unique and restricted words haven't been used.
- Select Yes if you require ASIC to manually review the application. You may want to select this option if the name contains restricted words or expressions. For example, if your client, Jim Banks wishes to call his bakery "Baker Banks", he may need approval from ASIC. If you select Yes, provide some text to support the application.
- Is the proposed name identical to a registered business name?
Select Yes if the name is identical to a registered business name. You'll need to declare that you own or, are registering the name for the owner of the identical business name.
In the What is the ABN of the identical business name? field, enter the ABN of the business with the similar name.
Select I hereby declare that I own, or am registering the company for the owner(s) of the identical business name(s), the registration details of which are listed.
Select No if the business name is unique or, if the business with the identical name is not owned by you or your client.
In the Resolution details, enter the date of the meeting where the resolution was passed.
- <TBC>
Select the checkbox I hereby acknowledge that by submitting this form I am responsible for payment of $403 to ASIC. On completion of this form ASIC will send an invoice to the nominated registered agent.
- Select a signing officer
- Click Create task.
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