SPECIAL RESOLUTION ON CHANGE OF NAME

Minutess OF THE GENERAL Meeting OFSMITH AND SONS LIMITEDThe Board of Directors of Smith and Sons Limited held a General Meeting on 24ThursdayApril, 2007 at 9.30am at the Registered Office, Print House, 72 Wallgate, Huddersfield HD3 7AH.The undermentioned Directors were present: Henry Smith ( president ) , James Smith, David Lawson, Mary Smith.The undermentioned Directors were absent: nothing.The undermentioned persons were besides present at the meeting: John Wilson ( company secretary ) .The Chairman, Henry Smith, acted as Chairman and called the meeting to order.

The Chairman announced that this meeting had been held pursuant to a written notice of a meeting which was given to all managers of this company. A transcript of this notice has been ordered instantly to be inserted into the company’s Minute Book, instantly predating the proceedingss of this meeting.The Chairman moved for the blessing of the proceedingss of the last meeting of the Board of Directors. The proceedingss of the last meeting were approved. The proceedingss of the last meeting were distributed to all managers of this company.

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The Chairman called for any concern originating from the proceedingss of the last meeting. No concern was forthcoming.The Chairman moved for the meeting to turn to agenda point figure one, sing a proposed declaration for a company name alteration and amendment of the Articles of Association consequently.

The proposed declaration was distributed to all Directors prior to this meeting, and is appended to these proceedingss as Appendix A. The declaration takes the signifier of a written declaration on the prescribed Companies House signifier NC20. It has been signed by all four Directors of the company, representing 100 % of the stockholders of the company. It proposes that the name of the company be changed from “Smith and Sons Ltd” to “Smiths ( Printers ) Ltd” . The Board of Directors holds that this declaration is deemed as passed.The Chairman moved for the Articles of Association to be amended to reflect the name alteration. The Company Secretary will take duty for amending the Articles of Association to reflect the name alteration, and will administer a transcript of the amended Articles to all Directors of the company at the following possible convenience.

The Company Secretary will besides lodge the written declaration with Companies House, as is punctually required by corporate administration, and will organize for the prescribed fee of ?10 to be paid from company financess. The completed certification ( transcript of written declaration and amended Articles of Association including Table A articles ) must be lodged at Companies House within 15 working yearss of the written declaration being passed. The name alteration will take consequence at Companies House within five working yearss from lodgment of completed certification.The Chairman called for any general concern originating. No such concern was forthcoming.The day of the month of the following Board of Directors meeting was determined to be on [ insert day of the month ] at [ insert clip ] . The locale for this meeting will be [ insert locale ] .

The Chairman declared the meeting closed at [ insert clip ] .Companies ACTSWRITTEN RESOLUTIONOFSMITH AND SONS LIMITEDCompany Number:1267879We the undersigned, being all the members of the above company, for the clip being entitled to have notice of, attend and ballot at General Meetings, herewith nem con pass the undermentioned declaration and agree that the said declaration shall for all intents be as valid and effectual as if the same had been passed at a General Meeting of the company punctually convened and held.It is resolved that the name of the company be changed to: ~Smiths ( Printers ) LtdDated this24thtwenty-four hours ofApril2007.Signed: ___________________________ ( Henry Smith )___________________________ ( James Smith )___________________________ ( David Lawson )___________________________ ( Mary Smith )Notes:oˆ?‘iˆ The declaration must be delivered to Companies House within 15 yearss of it being passed.oˆ?‘iˆ A ?10 fee is required to alter the name ( checks made collectible to ”Companies House” ) .

oˆ?‘iˆ Have you checked whether the new name is available at www.companieshouse.gov.uk?oˆ?‘iˆ Please supply the name and reference to which the certification is to be sent.NC 20 ( 2002 )The written declaration that has been created to cover with this dealing is a reproduction of that required by Companies House in order for a name alteration to be effected by a company. This written declaration is referred to in Companies House as signifier NC20, which is a theoretical account signifier to be used when such a dealing takes topographic point.

Additionally, a name alteration can besides be registered at Companies House when a particular declaration is lodged that has been passed at a General Meeting. However, given that the company specifically instructed to fix a written declaration, one has been punctually provided. It is of import to observe that the Companies House demand for such a written declaration is that it must be signed by all stockholders of the company, and non simply by a prescribed bulk of the company as a particular declaration would.

Thus, a written declaration has a higher load imposed on it in order to be passed. However, given that in this case, the company has merely four stockholders, obtaining all members signatures is presumptively non an issue.Additionally, the proceedingss drafted for the company in this case make premises based on the facts presented. It was assumed that the exclusive intent of the meeting was to discourse the proposed name alteration and amendment of the Articles of Association. Given that the declaration has been signed by all members of the company, there was basically no good measure in keeping a Directors’ meeting to discourse such a dealing, unless the proposed dealing had non been brought to the attending of all members prior to the meeting.

The proceedingss besides make proviso for the passing of the proceedingss of the old meeting, every bit good as for any general concern that may originate that could usually be discussed at a Directors’ meeting. This is maintaining with criterion concern pattern, while besides guaranting that the name alteration dealing still gets dealt with efficaciously and expeditiously. The proceedingss do, nevertheless, assume that no general concern is originating, given that the primary focal point of the meeting is to alter to name of the company, and to get down the procedures to consequence such a alteration, such as lodging the appropriate certification at Companies House, and paying the prescribed fee for a name alteration.