Make changes to your private limited company

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1. Overview

You must tell Companies House if you change your company鈥檚:

You may need your company鈥檚 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 鈥榩assing a resolution鈥�) 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 鈥榦rdinary resolution鈥�). 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 company鈥檚 share capital.

Some decisions, for example changing your articles, might require a 75% or even 95% majority (called a 鈥榮pecial resolution鈥� or 鈥榚xtraordinary resolution鈥�).

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 there鈥檚 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 you鈥檙e 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:

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 拢20 to file, or 拢83 for the same-day service.

Register by post

If you鈥檙e 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 拢30 to the address on the form.

If you鈥檙e registering with permission from the articles of association

Download and fill in form NM04.

Send your form and a cheque for 拢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 you鈥檒l keep there

Your address will not officially change until it鈥檚 registered at Companies House.

Your company鈥檚 new addresses must be in the same part of the UK that the company was registered (鈥榠ncorporated鈥�).

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 you鈥檝e 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 company鈥檚 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 company鈥檚 share structure that you make outside your confirmation statement.

You may need a special resolution to change your company鈥檚 share structure. This includes if you:

  • change the number of shares the company has and their total value - this is your 鈥榮hare capital鈥� (the part of your company鈥檚 money that comes from shares)
  • change how your shares are distributed
  • cancel any of your shares
  • change (鈥榙enominate鈥�) 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 you鈥檝e made and a statement declaring:

  • the company鈥檚 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 鈥榮tatement of capital鈥�.

Your shares may be normal (鈥榦rdinary鈥�) 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 you鈥檙e 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

You鈥檒l need agreement from your shareholders before changing your company鈥檚 articles of association - the rules about how your company is run.

This can include changes to your company鈥檚 鈥榦bjects鈥� - 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 鈥榬esolution鈥�.

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 company鈥檚 constitution.

Depending on why you鈥檙e 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 company鈥檚 assets as a security for a loan or overdraft (sometimes known as 鈥榗harges鈥�), 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 you鈥檝e previously registered, for example when a charge鈥檚 been paid in part or in full.

You must register charges within 21 days from when they鈥檙e set up - you will need a court order to register them later.

Register online

You can use the Companies House online service.

It costs 拢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 拢24 to register by post.

Companies House will reject your application if it鈥檚 wrong or incomplete.

Once you鈥檙e registered Companies House will contact you if they need more information or for permission to make a correction.