Make changes to your private limited company

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1. Overview

You must tell Companies House if you change your company바카라 사이트™s:

You may need your company바카라 사이트™s agreement before you can make some changes.

You may also need to tell HM Revenue and Customs (HMRC) about company changes.

When to tell Companies House

You must tell Companies House within 14 days if you make changes to:

  • where you keep your company records
  • your directors, or their personal details change, for example their address
  • company secretaries

You must tell Companies House within 15 days if you make changes to your constitution or articles of association.

You must tell Companies House within a month if you issue more shares in your company.

You must tell Companies House all other changes within 21 days.

How to tell Companies House

You can either:

2. Get agreement from your company

You usually need to get directors or entitled shareholders to vote (known as 바카라 사이트˜passing a resolution바카라 사이트™) on whether or not to make some changes.

Things that usually need a resolution include:

Most resolutions simply need more shareholders to agree than disagree (called an 바카라 사이트˜ordinary resolution바카라 사이트™). They may be simply done by a show of hands at a meeting. Ordinary resolutions are used for most routine changes, for example, increasing a company바카라 사이트™s share capital.

Some decisions, for example changing your articles, might require a 75% or even 95% majority (called a 바카라 사이트˜special resolution바카라 사이트™ or 바카라 사이트˜extraordinary resolution바카라 사이트™).

Your company articles will usually tell you if you need a resolution, and what type it should be.

You must let your shareholders (and auditors if relevant) know when there바카라 사이트™s going to be a vote on a resolution.

You must file special or extraordinary resolutions with Companies House within 15 days of passing them.

Shareholder voting for special and extraordinary resolutions

When you바카라 사이트™re working out the majority in special or extraordinary resolutions you count the number of shares that give the owner the right to vote, rather than the number of shareholders.

Example

A company has 100 shares and 3 shareholders. One shareholder owns 60 shares while the others own 20 shares each. Whatever the shareholder with 60 shares agrees will have a 60% majority.

How to hold a resolution

You do not always need to have a meeting to pass a resolution. If enough shareholders or directors have told you they agree, you can usually confirm the resolution in writing.

You must write to all shareholders letting them know about the outcome of a resolution.

3. Company name

A company can change its name either by:

  • a special resolution
  • permission given in the company바카라 사이트™s articles of association

Your new name must follow all the rules for company names.

Your company name will not officially change until Companies House registers it.

Register online

You can use the Companies House online service to file changes of name by special resolution only.

It costs £20 to file, or £83 for the same-day service.

Register by post

If you바카라 사이트™re applying by special resolution

Download and fill in form NM01.

You must attach a copy of your resolution with your application.

Send your form and a cheque for £30 to the address on the form.

If you바카라 사이트™re registering with permission from the articles of association

Download and fill in form NM04.

Send your form and a cheque for £30 to the address on the form.

4. Company address

You must tell Companies House if you want to change:

  • your registered office address
  • the address where you keep your records, and which records you바카라 사이트™ll keep there

Your address will not officially change until it바카라 사이트™s registered at Companies House.

Your company바카라 사이트™s new addresses must be in the same part of the UK that the company was registered (바카라 사이트˜incorporated바카라 사이트™).

For example, if your company was registered in Scotland, the new registered office address must be in Scotland.

You must re-incorporate your company if you move to another part of the UK, for example from England to Scotland.

Companies House will tell HM Revenue and Customs (HMRC) that you바카라 사이트™ve changed your registered office address.

Register online

You can use the Companies House online service.

Register by post

Download and fill in a change of address form. Send your completed form to the Companies House address on the form.

5. Directors and company secretaries

You must tell Companies House about changes to your company바카라 사이트™s directors and secretaries, such as:

  • new appointments
  • resignations
  • changes to personal details, for example residential addresses

Register online

You can use the Companies House online service.

Register by post

You can send your changes by post.

Download and fill in the change forms you need and send them to the address on the forms

6. Shares

You must tell Companies House about any changes to your company바카라 사이트™s share structure that you make outside your confirmation statement.

You may need a special resolution to change your company바카라 사이트™s share structure. This includes if you:

  • change the number of shares the company has and their total value - this is your 바카라 사이트˜share capital바카라 사이트™ (the part of your company바카라 사이트™s money that comes from shares)
  • change how your shares are distributed
  • cancel any of your shares
  • change (바카라 사이트˜denominate바카라 사이트™) your shares into other currencies

You must tell Companies House within a month if you issue more shares in your company.

You must report all other changes to your share structure within 21 days.

Documents you must provide

You must include a notice about the change you바카라 사이트™ve made and a statement declaring:

  • the company바카라 사이트™s total number of shares
  • the total value of those shares
  • how many shares have been paid for or not paid for

This is sometimes known as a 바카라 사이트˜statement of capital바카라 사이트™.

Your shares may be normal (바카라 사이트˜ordinary바카라 사이트™) or have special rights or restrictions.

For each type of share your company has, you must declare:

  • the rights that come with it
  • how many of the shares are issued
  • their total value before any additional costs are added

An accountant can help you prepare your statement of capital.

Register online

You can register changes to the shares your company issues online.

You must register all other changes to your shares by post.

Register by post

You can send your changes by post. Download and fill in the share change forms depending on the changes you바카라 사이트™re making.

Send your completed forms, a copy of your resolution if needed and your statement of capital to the address on the forms.

7. Constitution and articles of association

You바카라 사이트™ll need agreement from your shareholders before changing your company바카라 사이트™s articles of association - the rules about how your company is run.

This can include changes to your company바카라 사이트™s 바카라 사이트˜objects바카라 사이트™ - what your company does as a business.

When you must change your constitution

You can change your constitution whenever your shareholders agree to the change in a 바카라 사이트˜resolution바카라 사이트™.

You must also change your constitution if:

  • a change in the law means your constitution would be illegal
  • ordered to by the courts or a regulating authority (for example the Charity Commission) tells you to change it

Sending your changes

You must include a copy of both the resolution you passed and the new articles of association when you make any changes to your company바카라 사이트™s constitution.

Depending on why you바카라 사이트™re making the change you may also need to fill in one of the following:

Send the copy of the resolution, the copy of your new articles and completed form (if any) to Companies House.

If a special enactment makes the change, you must include a copy of the enactment.

Deadline

You must send:

  • a copy of the resolution within 15 days of it being agreed
  • a copy of the amended articles of association within 15 days of them taking effect
  • any forms (if needed) within 15 days of the changes

8. Mortgages and loan guarantees

You can use your company바카라 사이트™s assets as a security for a loan or overdraft (sometimes known as 바카라 사이트˜charges바카라 사이트™), for example a mortgage for a property.

You must register details about any company charges with Companies House, including information about property or projects that are being backed by the charge.

You must also register changes to charges you바카라 사이트™ve previously registered, for example when a charge바카라 사이트™s been paid in part or in full.

You must register charges within 21 days from when they바카라 사이트™re set up - you will need a court order to register them later.

Register online

You can use the Companies House online service.

It costs £15 to register online.

Register by post

You can send changes to your charges by post:

Download and fill in the forms you need and send them to the address on the forms.

It costs £24 to register by post.

Companies House will reject your application if it바카라 사이트™s wrong or incomplete.

Once you바카라 사이트™re registered Companies House will contact you if they need more information or for permission to make a correction.