How to Pass A Special Resolution to Change

Rebranding can be an exciting step for a small business - maybe your company has outgrown its original name, you’ve pivoted into new services, or you’ve realised your current name is causing confusion with customers.

But if you operate through a company (rather than as a sole trader or partnership), changing your company name isn’t as simple as updating your website and social media. In most cases, you’ll need member approval by special resolution and you’ll need to notify ASIC within strict timeframes.

In this guide, we’ll walk you through how a resolution to change your company name works in Australia, how to document it properly, and what you should update afterwards so your company records (and key business relationships) stay consistent.

What Is A Resolution To Change Company Name (And When Do You Need One)?

A resolution to change a company name is a formal decision made by the company’s members (shareholders) approving a change to the company’s registered name on ASIC’s register.

In Australia, changing a company’s name generally requires a special resolution under the Corporations Act. That means you generally need at least 75% of votes cast to be in favour (rather than a simple majority).

Company Name vs Business Name: Don’t Mix Them Up

This is a common point of confusion for small businesses: your company name (registered with ASIC) is not the same thing as a business name (also registered through ASIC, but used as a trading name).

For example, you might have a company called “ABC Group Pty Ltd” but trade under a business name like “ABC Accounting”. If you want a quick refresher on the difference, Entity name vs business name can help clarify what needs updating (and what doesn’t).

When A Company Name Change Makes Sense

Rebrand or repositioning: your company name no longer reflects what you do.
Expansion: you’re entering new markets, adding new product lines, or franchising.
Avoiding confusion: customers keep mixing you up with another business.
Brand protection: you’re aligning your company name with your trade mark strategy.
Structural changes: you’re restructuring a group and want names that reflect ownership (for example, a holding company and operating company setup).

Whatever your reason, the legal process is usually the same: pass the right resolution, document it properly, and lodge the change on time.

Special Resolution To Change Company Name: What It Means In Practice

A special resolution to change a company name is a higher threshold decision than routine company matters. That’s because changing the company’s legal name affects its public identity and the way it appears on official registers.

In practice, a special resolution usually means:

the company gives notice of the proposed resolution in the way required by the Corporations Act and the company’s constitution (if it has one),
the members vote on it at a meeting (or, where permitted for your company type, via a written/circulating resolution), and
at least 75% of votes cast are in favour.

Do You Need To Check Your Constitution?

Yes - before you do anything, check:

whether your company has a constitution (or relies on replaceable rules),
what it says about member meetings, notice periods, and written resolutions, and
whether there are any special procedures for name changes.

If you’re not sure what your constitution should include (or you’re updating an older one), a tailored Company Constitution can help make sure your internal governance documents match how you actually run the business.

What If You Have A Shareholders Agreement Too?

If your company has multiple owners, your Shareholders Agreement may also include rules about:

reserved matters (decisions that require unanimous approval),
voting thresholds higher than 75%, or
notice and consultation requirements before major changes.

Even if the Corporations Act allows a special resolution to pass at 75%, you don’t want to accidentally breach your private agreement between shareholders. If you’re unsure, it’s worth checking the documents before you take a vote.

How To Pass A Change Of Company Name Resolution (Step-By-Step)

Most small companies can handle the name change process quite smoothly - the key is to be organised and keep a paper trail that matches what ASIC expects.

Step 1: Confirm The New Name Is Available

Before you put a resolution to members, it’s sensible to check whether the name is available and acceptable.

Availability is not just about whether the name is already taken - you should also think about:

whether it is too similar to an existing name (which can trigger ASIC objections),
whether any restricted words apply (some words require approval), and
whether the name may infringe someone else’s trade mark rights.

This is also a good moment to align your business name, domain name, and trade mark strategy with the name you’re adopting.

Step 2: Draft The Special Resolution Wording

Keep the resolution clear and direct. A common format is:

“That the name of the Company be changed from [Old Name] to [New Name] and that ASIC be notified of the change.”

You may also include authority wording (for example, authorising a director or secretary to lodge the change) so it’s clear who is responsible for the next steps.

Step 3: Give Notice (If Required) And Hold The Vote

How you pass the resolution depends on your company’s structure and documents.

Member meeting: you issue notice of the meeting, hold the meeting, and take a vote.
Written/circulating resolution: some proprietary companies can pass certain member resolutions without holding a meeting, by having members sign a written resolution (provided the Corporations Act and your constitution allow it).

Notice requirements can vary based on your constitution, replaceable rules, and the Corporations Act, so it’s important to follow the correct process. If the procedure is defective, you can end up with an internal dispute later (especially where there are multiple shareholders).

Step 4: Record The Result In Company Minutes

Once passed, document the outcome properly. Minutes should generally record:

the date of the resolution,
the resolution text,
who voted and the voting outcome, and
any authority given to lodge or implement the change.

These records matter because they show the company made the decision validly, which can be important if you’re later asked to prove when and how the name was changed (for example, by a bank, investor, auditor, or during a sale of the business).

Step 5: Notify ASIC Within The Timeframe

After the special resolution is passed, you must notify ASIC of the change of company name within the required timeframe (commonly within 14 days of the resolution being passed).

In most cases, this is done online through ASIC, and ASIC will issue an updated certificate reflecting the new company name once processed.

Important: your company name change is only effective once ASIC registers it (that is, when ASIC updates the public register). So it’s best to lodge promptly, especially if you’re mid-rebrand or about to sign contracts under the new name.

What Else Do You Need To Update After Changing Your Company Name?

Passing the special resolution and lodging the change with ASIC is only part of the work. After your company name changes, you’ll usually need to update a range of internal and external records so the business keeps running smoothly.

Think of it like this: the company is the same legal entity (your ACN stays the same), but the name on the “label” has changed - and anything that relies on the label needs to be reviewed.

Internal Company Records And Registers

After ASIC confirms the change, update your company’s internal records, including:

your register of members and shareholdings (where relevant),
minute books and resolution registers,
your company letterhead and templates, and
any internal policies referencing the old name.

If your company constitution includes the old name (some do), you may need to amend it too. Depending on what you’re changing, that could be done through a formal amendment process.

Where you need to formally update an existing legal document without rewriting the entire thing, a Deed of Variation can be a practical option (for example, to update a contract schedule, party details, or definitions).

Bank Accounts, Finance Agreements, And Payment Systems

Your bank will typically want evidence of the name change (such as the ASIC certificate) before they update:

bank account names,
merchant facilities, and
direct debit arrangements.

If you have finance arrangements (like loans or security documents), there may also be steps to update counterparties and records to reflect the company’s new name.

Customer-Facing Touchpoints (Website, Invoices, Quotes)

Once ASIC has confirmed the change, update your:

invoices, quoting templates, and purchase orders,
website footer and legal pages,
terms and conditions, and
email signatures and company stationery.

If you collect personal information online (which many small businesses do), this is a good time to update your Privacy Policy so it correctly identifies the legal entity collecting and handling customer data.

Licences, Permits, And Industry Registrations

Depending on what your business does, you may also need to notify regulators or licence bodies (for example, building/licensing authorities, health regulators, or professional associations).

This can take time, so it’s worth making a checklist early. Many businesses change the name on their website immediately, but forget that a licence still shows the old company name - which can cause issues in audits or when dealing with customers who ask for proof of accreditation.

Signing Documents Under The New Name: How To Avoid Confusion

One of the most common “messy” moments after a company name change is contract signing - especially when you’re in the middle of a new deal, hiring staff, or onboarding suppliers.

Here are some practical ways to keep things clean:

Use The Correct Company Details In Contracts

After the change is registered, your contracts should generally refer to the company by its new name, and include the company’s ACN/ABN where appropriate.

If you are signing under the Corporations Act execution rules, make sure you’re executing properly (for example, with the right signatories). It’s helpful to follow the standard execution guidance around Signing documents under section 127, especially if you regularly enter higher-value agreements.

What About Documents Signed Before The Name Change?

Generally, changing your company name does not create a new company - the legal entity remains the same. That means:

your existing contracts usually remain valid,
your rights and obligations usually continue uninterrupted, and
you can usually enforce agreements entered into under the old name.

However, you may still want to notify key counterparties (especially landlords, major customers, and suppliers) so invoices, renewals, and correspondence don’t get delayed.

If Someone Else Needs To Lodge Or Implement The Change

Sometimes you’ll want your accountant, admin manager, or another representative to take care of some parts of the process (for example, dealing with third parties, banks, or registries).

In those cases, having an Authority to act form can help show that the person has permission to handle the relevant steps on the company’s behalf.

Key Takeaways

Changing a company’s name typically requires a special resolution, meaning you generally need at least 75% approval from members.
Before passing the resolution, check the company’s constitution (and any shareholder arrangements) so you follow the correct notice and voting procedure.
After the resolution is passed, you usually need to notify ASIC within the required timeframe so ASIC can register the change and update the public register.
Once ASIC confirms the new name, update your internal records, customer-facing documents, bank details, licences, and legal documents to avoid confusion.
For contracts and execution, make sure you sign documents correctly under the new company name and keep a clear paper trail linking the old name to the new one.

If you’d like help preparing a special resolution to change your company name, updating your company documents, or making sure your contracts reflect the change correctly, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.

Official Sources to Check

Rules and regulator guidance can change. Check the current official material most relevant to this issue before relying on the article:

How To Pass A Special Resolution To Change A Company Name In Australia