Special Resolution for Change of Company Name

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Document Overview

It is a formal decision passed by shareholders of a company at a General Meeting, authorizing the company to change its registered name to a new one.

In Kenya, under Section 58 of the Companies Act, 2015, a company can only change its name by passing a Special Resolution (requiring at least 75% of shareholders present and voting to approve). The resolution is then filed with the Registrar of Companies, who issues a Certificate of Change of Name.

Purpose of the Resolution

1. Legal Requirement
2. Authorization - It formally authorizes the directors and company secretary to make the application and submit required documents to the Registrar of Companies.
3. It allows the company to adopt a new name to reflect a rebrand, merger, change in business focus, or to comply with legal/regulatory requirements (e.g., avoiding name conflicts).
4. Once passed, it ensures that the company’s Memorandum and Articles of Association and statutory records are updated to match the new name.
5. Provides documentary proof to shareholders, regulators, banks, and business partners that the name change was properly authorized.

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Special Resolution for Change of Company Name

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