Who’s this Resolution to Change Company Name for?
This simple, easy-to-understand Directors’ Resolution (with optional Shareholders’ Resolution, if needed) to change a company name is for any New Zealand company wishing to change its company name.
Why do I need a Resolution to Change Company Name?
The Companies Act 1993 requires the change of a company’s name to be approved by the board of directors. If the company has a constitution or a shareholders’ agreement, that document may also require any change to the company name to be approved by the company’s shareholders. You need to check for this. This Resolution to Change Company Name includes a shareholders’ resolution approving the name change in case this is required. If you’re unsure, we suggest you get the shareholders’ resolution signed just in case.
How long will it take to create my document?
Under 5 minutes - less time than making a coffee! During the Q&A you can save your progress to come back later, or repeat the Q&A to change an answer or produce a new version of a document.
What information do I need to complete the Q&A?
- The company’s New Zealand Business Number – this can be found by searching the company’s details here
- An understanding of whether the company’s constitution or shareholders’ agreement requires shareholder approval (as well as Directors' approval) to change the company’s name
- The names of each shareholder in the company (if relevant)
What if I need help?
We’d love to help. Just contact us at hello@onyourterms.co.nz and we can either help over email or jump on a call.
Your document will be downloadable in MS Word, so you can make changes if you like (and add branding). Also, our legal partner, Luminate Legal, can provide legal advice for a fixed price if you’d like it.
What do I do once my document is created?
The documents are ready to be signed as soon as you download them. As the resolutions are written resolutions (as opposed to being passed at a meeting), all directors and shareholders (if shareholder approval is required) should sign unless the company’s constitution clearly states otherwise.
Once signed, you must notify the Registrar of Companies of the company name change. This can be done online via the Companies Office using your online account. The change of name takes effect from the date a new certificate of incorporation is issued by the Registrar of Companies.
Other helpful information:
- If the company has a granted security over its assets under the Personal Property Securities Act 1999, usually the security agreement requires prior notification to the secured party of a company name change (or sometimes even prior approval of the secured party). You’ll need to check any security agreements to understand your obligations. A security agreement may be a stand-alone legal document eg, a General Security Agreement with your bank, but could also be contained in a particular clause (usually titled ‘security’) within your supplier’s terms of trade or supply agreement.
- See our Guide to Director Obligations and Responsibilities in New Zealand
- You may also find these bundles or documents useful for your business: Transfer of Company Shares and Approvals Bundle, Director Indemnity Bundle, Company Constitution, Term Sheet for Shareholders' Agreement, Shareholders' Agreement
- Check out our FAQs here
If you’re not satisfied with your purchase of this product for any reason, let us know why within 10 days of your purchase and we’ll work with you to make sure you’re happy, including giving you a full refund if necessary.
Disclaimer: On Your Terms was created to provide fast, easy and affordable access to legal information and documentation. We are not a law firm and do not provide legal advice. The information and documents we provide are of a general nature, designed for common situations, and may not be suitable for your needs or circumstances. If you need legal advice, we have a network of specialist law firm partners able to help you here.