Free company name change resolution template

Changing your Singapore company's name is not a board decision. Under Section 28 of the Companies Act (Cap. 50), the name change must be approved by a shareholders' special resolution — at least 75% of the votes of members entitled to vote. A board resolution alone cannot do it.

This page gives you a free company name change special resolution template you can copy, adapt, and sign, plus the exact Bizfile process around it: reserving the new name, the 14-day lodgement window, the new Certificate of Incorporation, and the downstream registrations a name change does not update for you.

If you change names more than once (rebrands, holding-company restructures), the Helmself wizard generates the special resolution pre-filled with your company particulars and shareholder roster for SGD 79/year.

Why this needs a special resolution, not a board resolution

Most company decisions are board-level: appointing directors, changing the registered office, opening bank accounts. A name change is different — it alters the company's fundamental identity on the register, so the Companies Act puts it in shareholders' hands:

• Section 28 requires a special resolution to change the name.
• A special resolution needs ≥ 75% of the votes cast by members entitled to vote — not a simple majority (50%+1).
• The board may pass a board resolution recommending the change to shareholders, but that recommendation is not the operative act. The special resolution is.

Practical consequence: if your company has co-founders and one holds more than 25% and objects, the name change cannot pass. Confirm your cap table before you start.

The process, end to end

A name change is a 5-step sequence. The resolution is step 2 — doing it without steps 1, 3, 4 wastes the signed paper.

1. Check + apply for the new name on Bizfile. Section 27 prohibits a name that is identical or too similar to an existing entity, or that is undesirable. Run the proposed name through Bizfile's name application first. An approved name application is reserved for a limited window — don't pass the resolution against a name you haven't cleared.
2. Pass the special resolution (the template below). ≥ 75% of voting members sign (or vote at a general meeting; for most small Pte Ltds it's passed in writing under Section 184A).
3. Lodge the Notice of Resolution on Bizfile within 14 days of the resolution being passed. Late lodgement risks penalties.
4. ACRA issues a new Certificate of Incorporation on Change of Name. ACRA reviews the lodged resolution + the reserved name.
5. The change takes legal effect from the date on the new certificate — not the date the resolution was signed, and not the lodgement date. This date gap matters for contracts signed in the window (see "Common mistakes").

Free template (copy + adapt)

Plain-text version below — copy-paste into Word or Google Docs, adapt the bracketed fields, have all voting members sign (or record the general-meeting vote).

[CURRENT COMPANY NAME] PTE. LTD.
(UEN: [202312345A])

SPECIAL RESOLUTION OF THE MEMBERS
PASSED PURSUANT TO SECTIONS 184A AND 28 OF THE COMPANIES ACT (CAP. 50)
TO CHANGE THE NAME OF THE COMPANY

Date: [DD Month YYYY]

The undersigned, being members of [Current Company Name] Pte. Ltd.
("the Company") entitled to vote and holding not less than 75% of the
total voting rights, hereby record the following resolution:

RESOLVED AS A SPECIAL RESOLUTION THAT the name of the Company be
changed from "[Current Company Name] Pte. Ltd." to
"[Proposed New Name] Pte. Ltd." with effect from the date of the
Certificate of Incorporation on Change of Name to be issued by the
Accounting and Corporate Regulatory Authority (ACRA), and that the
directors be and are hereby authorised to lodge this resolution with
ACRA via Bizfile and to do all such acts as may be necessary to give
effect to this resolution.

Signed:

_______________________
[Member 1 full name]
NRIC/Passport: [number]
Shareholding: [N] ordinary shares

_______________________
[Member 2 full name]
NRIC/Passport: [number]
Shareholding: [N] ordinary shares

Two notes on the template:

1. Section 184A is the procedural authority (members' written resolution); Section 28 is the substantive authority (the name-change power). The resolution cites both — how it is passed and what it does.
2. The effective-date clause is deliberate. "With effect from the date of the Certificate of Incorporation on Change of Name" anchors the change to ACRA's certificate, which is legally correct. Do not write "with immediate effect" — the name does not change when you sign.

Common mistakes that cause this to fail or backfire

1. Passing the resolution before clearing the name. If the new name is rejected under Section 27 (too similar, undesirable), you're holding a signed special resolution for a name you can't have. Always do the Bizfile name application first.
2. Treating it as a 50% decision. It is a special resolution — 75% of voting rights, not a simple majority. A 60% shareholder cannot change the name alone.
3. Assuming the name changes when the resolution is signed. It changes on the date of ACRA's new Certificate of Incorporation. Contracts, invoices, and bank instructions executed in the gap between signing and the certificate should still use the old name (or be carefully dual-named) — getting this wrong creates "who is this entity?" disputes later.
4. Missing the 14-day lodgement window. The Notice of Resolution must reach ACRA within 14 days of the resolution date. Late filing risks penalties and delays the certificate.
5. Forgetting the name change does not propagate. ACRA changes the register; nothing else updates automatically. After the certificate issues, update: bank accounts and mandates, GST registration (if GST-registered), CPF/IRAS records, signed contracts and engagement letters, the company seal/rubber stamp if used, letterheads and invoice templates, the website and email domain, and any licences or permits tied to the legal name. Budget for this — it is usually more work than the resolution itself.

When to use Helmself instead of the template above

The template above is fine for a one-off name change where:

• All voting members are reachable and the 75% threshold is comfortably met
• You're doing this once (most companies change name rarely)
• You're comfortable adapting the template and running the Bizfile steps yourself

Helmself is built for the founder who does corporate paperwork regularly — and a name change usually rides alongside other filings (a rebrand often coincides with director or address changes). The wizard generates the Section 28 special resolution pre-filled with your company particulars and the full shareholder roster, correctly cites Sections 184A + 28, and stores the signed copy alongside your other records. Pair it with whatever basic corp sec plan handles the Bizfile lodgement.

FAQ

Do I need a board resolution or a shareholders' resolution to change my company name? A shareholders' special resolution under Section 28 of the Companies Act (Cap. 50) — approved by at least 75% of the votes of members entitled to vote. A board resolution alone cannot change the name. The board may pass a board resolution recommending the change, but the operative act is the members' special resolution. After it's passed, lodge the Notice of Resolution on Bizfile within 14 days.

When does the new name take legal effect? From the date on the Certificate of Incorporation on Change of Name that ACRA issues — not the date the resolution was signed, and not the lodgement date. There is usually a short gap; documents executed in that gap should still use the old name.

Do I need to reserve the new name before passing the resolution? Yes. Run the proposed name through Bizfile's name application first. Section 27 of the Companies Act prohibits a name that is identical or too similar to an existing entity, or that is undesirable. Passing the resolution against an un-cleared name risks a wasted, un-actionable resolution.

What majority do I need — is 51% enough? No. A name change is a special resolution, which requires at least 75% of the votes cast by members entitled to vote. A simple majority (50%+1) is not sufficient. If a shareholder holding more than 25% objects, the change cannot pass.

What has to be updated after the name change goes through? ACRA updates the register; nothing else updates automatically. After the new certificate issues, update bank accounts and mandates, GST registration (if applicable), CPF/IRAS records, signed contracts and engagement letters, the company seal, letterheads and invoice templates, the website/email domain, and any licences tied to the legal name. This downstream work is usually larger than the resolution itself — plan for it.

Built by Helmself — Singapore corporate resolution wizard. SGD 79 / year per company. Currently only supporting Singapore-incorporated companies. Get started →