Overview
In Singapore, in order to change the company name, the shareholders would need to pass a special resolution. Comprehensive information regarding the change of company name can be found here. For example, the name change should be filed with ACRA and the resolution uploaded.
Resolution to Change the Company Name
The resolution resolves that the company name is changed to the new company name.
Take note that a special resolution is required, which means that the resolution has to be passed with not less than 75% of the vote. You may wish to verify that your company’s constitution does not set a stricter standard than this.
Special resolutions can be passed at a general meeting of the company, or via written means.
Template for Resolution to Change Company Name
This template envisions that the special resolution be passed by written means according to section 184A of the Companies Act.
Essentially, instead of having a meeting to decide the matter, the directors of the company circulate a copy of the text of the resolution to each member of the company.
As such, any restrictions related to the passing of resolutions by written means would apply here. For example, some companies prohibit the passing of resolutions by written means in the company constitution. In that case, this template would not be applicable and you should hold a general meeting instead. However, most small companies in Singapore allow written resolutions due to the convenience.
Further things to note regarding the passing of resolutions via written means:
1. The company should have a record of the resolution, with an indication of each member’s agreement to it.
2. The company should notify each member once the resolution has been passed.
3. Member or members representing at least 5% of the total vote have the right to require that the company convene a meeting for the resolution (section 184D)
You can get the template resolution for changing your company name here.
