Change of Company Name Resolution Template

Changing your company name can be a smart move. Maybe your business has evolved, you’re entering a new market, you’ve discovered a better brand name, or you’re aligning your company name with your product line. Whatever the reason, the process in Australia isn’t just a marketing exercise - it’s a legal change that needs the right internal approvals and the right forms lodged with ASIC.

If you’re a small business owner, it’s normal to feel a bit stuck at the “paperwork” part. In practice, one of the most common things you’ll need is a written resolution (often based on a change of company name resolution template) - a record showing that your company has properly approved the name change.

Below, we’ll walk you through what a resolution is, when you need it, how to pass it correctly, and we’ll also include a practical resolution template you can adapt for your business.

What Is A “Change Of Company Name” Resolution (And Why Do You Need One)?

A company resolution is a formal decision made by the company’s decision-makers (usually directors, and sometimes shareholders) and recorded in writing.

When you change a company name, you’re changing a key detail on your company’s ASIC record. That means you should be able to show:

the company properly approved the change (following the Corporations Act and your company’s rules); and
the decision was recorded and kept with your company records.

In most cases, changing a company name requires:

a special resolution of shareholders (this is typically required under the Corporations Act); and
a directors’ resolution to approve the process steps and authorise someone to lodge the ASIC form (often used in practice, even where member approval is the key legal requirement).

Your exact requirements can depend on your company’s structure and governing documents - including whether you have a Company Constitution and what it says about name changes, meetings and circulating resolutions.

Does A Business Name Change Need A Company Resolution?

This is a common confusion. A “company name” and a “business name” are not the same thing.

Your company name is linked to your ACN and appears on ASIC records.
Your business name is the trading name you use in your branding (and is also registered, but separately).

If you’re unsure which one you’re changing, it’s worth getting clear on the entity name vs business name distinction first, because the steps and approvals can be different.

Step-By-Step: How To Change Your Company Name In Australia

When you break it down, changing your company name is very doable. The key is making sure each step is properly documented.

Step 1: Check The New Name Is Available

Before you draft or sign anything, check whether the name you want is available. In practical terms, you’re usually checking two things:

ASIC availability (whether another company is already using the name or something very similar), and
trade mark risk (whether someone else owns the brand legally, even if ASIC would allow the company name).

ASIC name availability is a starting point, but it doesn’t guarantee you won’t receive a trade mark infringement complaint later. If you’re building a long-term brand, a trade mark check is usually worth considering early.

Step 2: Review Your Constitution Or Replaceable Rules

Next, check your company’s internal rules. Your constitution may set out:

who has power to approve a name change;
whether a members’ resolution is required;
notice requirements for meetings; and
how resolutions can be signed (including circulating resolutions).

If you don’t have a constitution, your company may rely on “replaceable rules” under the Corporations Act, which can still require formal shareholder approval for certain decisions (including a company name change).

Step 3: Pass The Required Resolution(s)

This is where having the right resolution template matters.

Depending on your company’s circumstances, you may need:

Special resolution of shareholders approving the company name change (this is commonly required); and
Directors’ resolution to authorise the lodgement and implementation steps.

It’s also important that the resolution is properly signed and dated and stored with your company records.

Step 4: Lodge The Change With ASIC (Within 14 Days)

Once the internal approval is done, you generally need to lodge the name change with ASIC. There is typically a 14-day timeframe to notify ASIC after the resolution is passed. ASIC will update your company’s details and issue a new Certificate of Registration showing the new company name (once processed).

After your company name changes, you should also consider flow-on updates like:

ABN records;
bank accounts and finance documents;
customer contracts, supplier agreements and invoices;
employment documents and workplace policies; and
your website and privacy disclosures.

If your business collects personal information through your website or sales channels, it may be a good time to review your Privacy Policy so it matches your updated entity details.

Change Of Company Name Resolution Template (Australia)

Below is a general change of company name resolution template you can adapt. This template is written to suit many small proprietary companies, but you should tailor it to your constitution, your share structure and how your company normally approves decisions.

Tip: If you’re unsure whether your company needs a directors’ resolution, a members’ special resolution, or both, it’s worth getting advice first - it’s easier to do it properly upfront than fix invalid resolutions later.

Template A: Directors’ Resolution (Circulating Resolution)

[COMPANY NAME] ACN [ACN]
DIRECTORS’ CIRCULATING RESOLUTION

Date: [Insert date]

The directors of [Company Name] ACN [ACN] (Company) resolve as follows:

Proposed Company Name Change
Subject to member approval (if required), the directors approve changing the Company’s name from [Current Company Name] to [Proposed New Company Name].
Member Approval
The directors note that a company name change typically requires member approval by special resolution under the Corporations Act 2001 (Cth). The directors approve calling a meeting of members (or using a circulating resolution, if permitted) to consider and, if thought fit, pass a special resolution approving the name change.
Authority To Lodge ASIC Form
[Name of director/company secretary] is authorised to prepare, sign and lodge all forms and documents required with ASIC to effect the Company name change (including within any required timeframe), and to do all things necessary or desirable to give effect to these resolutions.
Company Records
The Company must keep this resolution with its corporate records.

Signed by the directors:

__________________________
Name: [Director name]
Director

Template B: Members’ Special Resolution (Company Name Change)

[COMPANY NAME] ACN [ACN]
SPECIAL RESOLUTION OF MEMBERS

Date: [Insert date]

The members of [Current Company Name] ACN [ACN] (Company) resolve as a special resolution that:

Company Name Change
For the purposes of the Corporations Act 2001 (Cth), the name of the Company is changed from [Current Company Name] to [Proposed New Company Name].
Authority To Lodge And Do All Things Necessary
[Name of director/company secretary] is authorised to lodge all necessary forms with ASIC within the required timeframe and to do all things necessary or desirable to give effect to this resolution.

Signed by / on behalf of the members:

__________________________
Name: [Member name]
Capacity: [Member / Director / Company Secretary]
[If signing for a corporate member: include company name and authority]

Notes (Optional):

Record the voting outcome if this was held at a meeting (e.g. “Passed by [X]% of votes cast”).
If your company uses circulating resolutions, ensure the signing method aligns with your constitution and the Corporations Act.

Common Mistakes SMEs Make When Changing A Company Name

Most company name changes are straightforward, but we often see small business owners run into avoidable issues. Here are the big ones to watch for.

1. Confusing The Company Name With The Business Name

If you change your company name but keep trading under the same brand, you might still need a business name registration. Or you might do the opposite - keep the company name and only update the business name.

Getting this wrong can lead to mismatched details across your website, invoices, contracts and bank accounts (and that can create friction with customers and suppliers).

2. Not Using The Right Resolution Type

A directors’ resolution and a members’ resolution are not interchangeable.

Even in a small company where the directors and shareholders are the same people, you still need to document the decision in the right capacity. If the Corporations Act/constitution requires a members’ special resolution, you should record a members’ special resolution (not only a directors’ resolution).

If your company has more than one shareholder, or different share classes, this is especially important.

3. Forgetting To Update Contracts And Key Legal Documents

After the ASIC update, your legal paperwork should be checked for the correct entity name. This often includes:

customer terms and conditions;
supplier or contractor agreements;
finance documents and guarantees;
employment agreements; and
shareholder arrangements.

If you have co-owners, this is a good time to check whether your Shareholders Agreement still reflects how you operate (and whether it mentions the correct entity name).

4. Skipping A Trade Mark Check

ASIC might allow a company name that still conflicts with another business’s trade mark rights.

As a practical risk-management step, many growing SMEs do a trade mark clearance check before investing in signage, branding, packaging and domain names.

5. Not Keeping Company Records In Order

Company records matter - especially if you:

plan to sell the business later;
take on an investor;
apply for finance; or
end up in a dispute where you need to prove decisions were properly approved.

Resolutions are part of that recordkeeping discipline. If you’re doing a wider tidy-up, you may also want to consider documenting other key decisions (like adopting or updating a constitution, appointing officers, issuing shares, and so on).

What Else Should You Update After A Company Name Change?

Once the company name has changed, it’s worth doing a quick checklist across your business operations. A name change is often a “trigger moment” where small inconsistencies become obvious - and fixing them early can prevent confusion later.

Branding And Customer-Facing Materials

Website footer, terms, and contact pages
Invoices, quotes, purchase orders and email signatures
Social media profiles
Stationery, signage and packaging

If you regularly issue quotes, you might also check whether your quoting language and acceptance process still works for you - including whether your quotation is legally binding in the way you intend.

Internal Operations And Legal Documents

Employment contracts and onboarding templates (if you’re hiring, a compliant Employment Contract helps keep things clear)
Supplier and contractor agreements
Website privacy and data practices (including your Privacy Policy)
Any terms and conditions you use with customers

ASIC And Corporate Governance Updates

Your company name change doesn’t automatically rewrite your governance documents. If you have a constitution, you may need to ensure it still reflects your current details or is updated where appropriate. Some companies use the name change as a point to formalise their governance, especially if the business has grown quickly.

It may also be a good moment to check other fundamentals like director responsibilities and record-keeping processes - particularly if you’re moving from “startup mode” to “scale mode”.

Key Takeaways

A company name change in Australia is a legal change that typically requires member approval by special resolution, with directors generally handling the implementation and ASIC lodgement.
Using a clear change of company name resolution template helps you document approvals correctly and keep your corporate records in order.
Before changing names, check ASIC availability and consider trade mark risk so you don’t invest in a name you can’t safely use.
After the change, update your contracts, invoices, website details, and key policies (including privacy documents) to reflect the new company name.
If you have multiple shareholders or a constitution with specific rules, it’s worth getting advice so your resolutions are valid and enforceable.

If you’d like help preparing a change of company name resolution, updating your company records, or getting your documents in shape after a rebrand, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.

Change of Company Name Resolution Template: Steps for Australian SMEs