Article 10.

Resolutions and agreements affecting a company's constitution

1.

(1) In section 31(2) (resolution of directors changing of name of company to comply with direction of Secretary of State), omit the second sentence and after that subsection insert -

"(2A) Where such a resolution is passed by the directors, the company must give notice to the registrar of companies of the change.

(2B) Where a company changes its name under this section, the registrar of companies shall (subject to section 26) enter the new name on the register in place of the former name, and shall issue a certificate of incorporation altered to meet the circumstances of the case; and the change of name has effect from the date on which the altered certificate is issued.

(2C) A change of name by a company under this section does not affect any right or obligations of the company or render defective any legal proceedings by or against it; and any legal proceedings that might have been continued or commenced against it by its former name may be continued or commenced against it by its new name.".

(2) In section 51(4) (re-registration of unlimited company as limited: procedural requirements) -

(a) omit the words from "The special resolution" to "15 days); and"; and

(b) for "under section 380" substitute "under section 30 of the Companies Act 2006".