Changes & Amendments

/Changes & Amendments
Changes & Amendments2018-07-30T16:49:03+00:00

Guidelines for All Companies

In order to change your company’s registered address, you must submit a request to Companies House.  The new address must be within the same region of the UK in which your company was incorporated.  Upon approval by Companies House, your company’s new address will officially registered and submitted to HM Revenue and Customs (HMRC).

You must also inform Companies House of other major changes to your organization within 14 days:

  • single alternative inspection location (SAIL) if records are not maintained at the company’s registered office address
  • personal details (e.g. home address) of director(s)
  • company secretaries

New shares issued must be reported to Companies House within one month.

Additionally, it is required to inform HMRC of any changes to business contact details, e.g. director’s name and personal address or company name and trading address, as well as when you appoint a new accountant or tax advisor.

Making Changes to a Company Limited by Shares

Because shareholders are, in essence, partial owners of the company, they have rights in terms of company governance.  It is typical for shareholders to vote on major changes such as changing the company name, removing a director, and making amendments to the company’s articles of association.

When shareholders vote on these types of decisions, it is called “passing a resolution.”  An ordinary resolution requires a simple majority (over 50%), whereas a “special” resolution may require more, e.g. a 75% majority vote.  Note that each shareholder does not get a single vote; the value of a shareholder’s vote correlates with the amount of shares s/he owns.  Therefore, the vote of a shareholder who owns 3% of the company is worth three times that of a shareholder who owns 1% of the company.

Because some shareholders may own more of the company than others, it may not be necessary for all shareholders to vote in order to reach the majority required to pass a resolution.  However, regardless of whether or not they participated in the vote, each and every shareholder must be informed of the decision in writing.
See Companies House’s information page for a complete list of changes and resolutions that must be reported by companies limited by shares.