Company names, memorandum and articles
Incorporation
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At setup
A company’s charter should describe its business and record how its owners intend to govern it. TheTaxCo prepares incorporation charter documents and amendments to an existing company’s name, objects, capital provisions or articles, with the proposed wording shown before approval.
The memorandum of association records matters including the name, registered-office State, objects, liability and capital. The articles contain the company’s management rules. These documents need to work with the founders’ or investors’ commercial agreement. Companies Act, sections 4 and 5.
Two starting points
For a new company, we start with the business activities, subscribers, share structure and proposed governance. Standard provisions may cover a straightforward arrangement. Custom transfer restrictions, investor rights, board composition or protected decisions need additional drafting and, where appropriate, corporate counsel’s review.
For an existing company, we compare the current registered documents with the requested change. The engagement covers a clause-by-clause comparison, required approvals, application documents and consequential updates. A commercial agreement does not by itself amend the registered articles.
Choose the approval route for the clause
Memorandum alterations generally require a special resolution, subject to the separate capital-alteration rules. Articles alterations also have their own approval requirements. A company name change becomes effective when the fresh certificate of incorporation is issued. Different changes may require additional approvals or registration steps. Companies Act, sections 13, 14 and 61.
We identify the exact clause and intended effect before preparing the resolution. A change in authorised capital, a change in business objects and a change in the company’s legal form should not be treated as interchangeable amendments.
What the drafting process covers
Record the commercial objective. Explain what the company needs to do and which present clause prevents or complicates it.
Read the existing documents. We review the charter, relevant agreements and prior approvals for inconsistent rights or restrictions.
Show the proposed wording. The comparison explains what changes and which decisions owners will need to approve.
Prepare the approval and application pack. The meeting documents, resolutions and attachments use the final agreed text.
Assemble the updated record. Following completion, the company retains the amended documents, approvals and relevant acknowledgement or certificate, with a list of registrations and counterparties requiring updates.
The company approves and signs the corporate documents. We handle drafting, applications and authority queries, with the relevant legal specialists reviewing negotiated investor rights, disputes or specialist provisions.
Name review and brand protection
Provide more than one proposed name, the meaning of any coined word and the activities the name will represent. We review the proposal against the company-name requirements and flag apparent conflicts requiring a trade mark search.
Corporate-name reservation and trade mark registration have separate tests. Name approval does not establish an unrestricted right to use the name as a brand. A full trade mark clearance review should be agreed separately where brand risk matters to the business.
Inputs and timing
Bring the current memorandum, articles and certificates; the proposed activity or amendment; the current shareholding; and any founder, investor or lender terms relevant to it. For a new company, the incorporation ownership decisions supply those inputs.
Drafting time depends on how settled the commercial terms are. Member approvals, name reservation and authority review create separate dependencies. The name-reservation validity shown in the approval is included in the application timetable.
After an amendment
Update company records and the relevant bank, tax, licence and contract details once the change takes effect. For a name change, use the effective certificate date consistently. For changed objects, assess whether the planned activity also needs a sector registration or licence.
Related services
Email TheTaxCo, message us on WhatsApp or book a call. Include the existing company name, the clause or activity you want to change and a short description of the intended result.