Lexi Webster
Changing a company name in Australia is a relatively straightforward process, but it's important to follow the correct steps to avoid delays and frustration. The Australian Securities and Investments Commission (ASIC) permits name changes without the need to register a new company, but there are some caveats to this. This article will provide an overview of the key steps involved in changing a company name in Australia, including checking name availability, convening a meeting of company members, lodging the necessary forms and fees, and updating your business registration details.
| Characteristics | Values |
|---|---|
| Company name availability | The chosen name must be available and not taken by another business name or company. |
| Restricted words | Words like "bank", "ANZAC", or "university" are not permitted without ministerial approval. |
| Company type | Only private companies can change their names. The company name cannot suggest a non-existent connection to government or public organizations. |
| Name change process | A company must convene a meeting of its members and pass a special resolution to change its name. Unlisted companies must give at least 21 days' notice, while listed companies must give at least 28 days' notice. Shorter notice periods are allowed with prior member agreement. The special resolution must be passed by at least 75% of votes cast. |
| Form submission | Lodge Form 205: Notification of a resolution within 14 days of the resolution passing. The form fee is $491 as of July 2024 but may vary. |
| Processing time | Processing times can vary from a few business days to a couple of weeks, depending on the ASIC's workload. |
| Name change approval | If the name change is accepted, a certificate of registration will be sent to the company's online services inbox or registered office address. If rejected, ASIC will explain the reason in writing. |
| Post-approval updates | Inform customers, stakeholders, and the media about the name change. Update business registration details, website, letterhead, invoices, and other official documents. Ensure your online presence, including social media accounts, directories, and search engine listings, reflects the new name. |
| Trademark considerations | Check the IP Australia database using the Australian Trade Mark Search tool to ensure your proposed name does not infringe on any trademarks or copyrights. |
| Website and social media handles | Check if you can secure the matching website domain name (.com.au or .au) and the main social media handles (Facebook, Instagram, LinkedIn, etc.). |
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What You'll Learn
Check name availability and trademark restrictions
Changing a company name in Australia involves several crucial steps, and one of the most important is checking name availability and ensuring compliance with trademark restrictions. Here's what you need to keep in mind:
Check Name Availability
To ensure your desired new company name is available, you can utilise the Australian Securities and Investments Commission's (ASIC) 'Check Name Availability' tool. This tool allows you to verify if your chosen name is unique and not already taken by another company. It's important to remember that your company name must be distinct from other business names and companies.
Avoid Restricted Words
When selecting a new company name, be mindful of restricted words that are not permitted without ministerial approval. Certain words, such as "bank," "ANZAC," and "university," fall under this category. Ensure that your chosen name does not include any of these restricted terms to avoid complications in the approval process.
Private Companies Only
The company name registration process is exclusively for private companies. Your company registration should not imply a connection to government or public organisations that does not exist. This means that your company name should accurately reflect the nature of your business and avoid any misleading associations with governmental or public entities.
Check for Trademark Infringements
Before finalising your new company name, it is crucial to verify that it does not infringe on any existing trademarks. You can utilise the IP Australia database and their Australian Trade Mark Search tool to check for any potential trademark conflicts. Ensure that you check for close variations or similar-sounding names in your industry as well. This step is essential to avoid legal troubles and unexpected costs associated with trademark infringement.
Consider Digital Presence
In today's digital landscape, it is important to consider your online presence when changing your company name. Before settling on a new name, check if the matching website domain name (.com.au or .au) and major social media handles are available. Securing these digital assets early on will ensure a seamless transition to your new company name and avoid frustration due to unavailable online identifiers.
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Convene a meeting of company members
To change a company name in Australia, a company must convene a meeting of its members and pass a special resolution to change its name. The notice period for this meeting depends on whether the company is listed or unlisted. Unlisted companies must give at least 21 days' notice of the meeting to its members, while listed companies must give at least 28 days' notice. However, if members holding at least 95% of the votes agree, a shorter notice period may be given.
During the meeting, the company members will discuss and vote on the proposed name change. It is important to note that the special resolution must be passed by at least 75% of the votes cast. Therefore, it is crucial to ensure that enough members are present at the meeting and are aware of the proposed resolution beforehand.
Once the special resolution has been passed, the company can proceed with the name change process. This typically involves updating the company's registration details with the Australian Securities and Investments Commission (ASIC) and other relevant government bodies, such as the Australian Business Register (ABR) and State/Territory Revenue Offices. It is important to note that ASIC requires companies to lodge a Form 205 Notification of Resolution within 14 days of passing the special resolution, along with the associated fee.
In addition to the legal requirements, convening a meeting of company members provides an opportunity for discussion and feedback on the proposed name change. It allows members to raise concerns, suggest alternatives, and ensure that the new name aligns with the company's values, goals, and future direction. This democratic process ensures that the company's stakeholders are involved in such a significant decision and helps to build consensus and commitment to the chosen path.
Overall, convening a meeting of company members is a crucial step in changing a company name in Australia. By following the required procedures and engaging in open discussions, companies can ensure a smooth transition to their new name while maintaining compliance with legal obligations.
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Pass a special resolution
To change a company name in Australia, a company must call a meeting of its members and pass a special resolution. This is a mandatory step in the process of changing a company name. The special resolution must be passed by at least 75% of votes cast by the company's shareholders. Unlisted companies must give at least 21 days' notice of the meeting to its members, while listed companies must give at least 28 days' notice. However, if members with at least 95% of the votes agree beforehand, a shorter notice period may be given.
Once the special resolution is passed, the company must lodge a Form 205 Notification of Resolution within 14 days, including a copy of the passed special resolution, and pay the required fee. The form must be lodged with the Australian Securities and Investments Commission (ASIC). Failure to lodge the form within the specified time frame will result in late fees.
The special resolution document outlines the reasons for the name change, the new proposed name, and records the decision made by the company's shareholders. It is essential to ensure that the new company name is not already taken by another business or company and does not infringe on any trademarks or copyrights.
If the special resolution for the name change is not passed, the company cannot proceed with the name change. Therefore, it is crucial to ensure that all shareholders entitled to vote are in agreement before proceeding with the special resolution.
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Lodge Form 205
Before lodging Form 205, there are several important steps to follow. Firstly, a company must convene a meeting of its members and pass a special resolution to change its name. The notice period for this meeting depends on whether the company is listed or unlisted. Unlisted companies must provide at least 21 days' notice, while listed companies require a minimum of 28 days. However, if members holding at least 95% of the votes agree, a shorter notice period can be granted.
Once the special resolution is passed, the company must confirm the availability of the new name. This can be done through ASIC's "Check name availability" tool to ensure that the chosen name is not already taken by another business or company. It is also recommended to visit IP Australia to ensure that the new name does not infringe upon any trademarks or copyrights.
Within 14 days of passing the special resolution, the company must lodge Form 205, including a copy of the passed resolution, and pay the required fee. As of July 2024, the ASIC change of company name fee was $491, but it is important to check for any updates on the ASIC website before lodging. It is essential to triple-check the spelling of the new company name on the form, as ASIC will not correct any typos after registration, leading to additional costs and procedures.
After submitting Form 205, ASIC will review the application, and the processing time can vary from a few business days to a couple of weeks, depending on their workload. If the name change is accepted, ASIC will send a certificate of registration to the company's online services inbox or registered office address. However, if the name change is rejected, ASIC will provide a written explanation, and the lodgement fee can be applied to a new Form 205 or refunded upon request.
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Update all materials and inform stakeholders
Once your new company name is approved, it's time to update all your materials and inform your stakeholders. This process can take weeks or even months, so it's important to be thorough and systematic.
Firstly, inform your customers, stakeholders, and the media about the name change. It is recommended to do this well in advance so that your stakeholders can adjust to the new name. Next, update your business registration details. You can do this online via ASIC Connect, which is the Australian Government Business Registration Service. Make sure to update your website, letterheads, invoices, and other official documents with the new name. Check that your online presence, including social media accounts, directories, and search engine listings, reflects the new name.
It is also important to continuously monitor the impact of the name change and make adjustments as needed to ensure a smooth transition. For example, you may need to update your business address with ASIC, as there are several different business addresses that need to be kept up to date, including your service of documents address and your principal place of business. Additionally, if your business name was registered before 28 May 2012, you may need to add an Australian Business Number (ABN) to your business name. This allows people, banks, and other organisations to search and verify your business details.
Finally, remember that changing your company name may also involve updating your trademarks and copyrights. Check the IP Australia database using their Australian Trade Mark Search tool to ensure that your new company name does not infringe on any trademarks or copyrights.
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