How to Change a Company Name

It is possible to change the name of your existing limited company. The registration number and date of incorporation will remain the same but the registered name will change and providing your chosen new name is available to be registered.

The most common way to change a company name is by passing a special resolution of the members:

• Pass a special resolution at a general meeting by at least 75% of the members entitled to vote
• Pass a written special resolution by at least 75% of the members – there is no requirement to hold a meeting in this case

Passing a special resolution at a general meeting

A general meeting to propose a special resolution is more common in larger businesses. If you wish to hold a general meeting the following steps must be taken for companies that adopt Model articles:

• A general meeting will be called by the board of directors or upon demand of members representing at least 5% of the company’s share capital or voting rights
• At least 14 days' notice must be sent to all members and directors
• The notice must set out details of the meeting, including the date, time, location, the exact wording of the special resolution, the intention to propose it as a special resolution, and the right of each member to appoint a proxy
• The members will vote on the special resolution
• The special resolution will be passed when at least 75% of voters agree
• The passing of the resolution must be accurately recorded in the minutes of the meeting, which should be kept for a minimum of 10 years
• All members should receive written notification of the resolution
• Within 15 days of the general meeting, a certified copy of the special resolution must be delivered to Companies House, either online or by post, along with form NM01. A fee of £8 (if filed online) or £10 (if submitted by post) will apply

Passing a written resolution

Rather than convening at a general meeting, a copy of the written special resolution proposing the change of company name will be circulated to every member who is entitled to vote.

The proposed written resolution must include clear instructions on how to vote and the deadline for casting votes. The resolution will be passed when at least 75% of members’ votes are cast in favour. A certified copy of the written resolution should be delivered to Companies House, either online or by post, within 15 days of being passed, along with form NM01 and the required fee.

Changing Your Company Name As A Legal Requirement

A company be in a position where it must change its name to adhere to the law. This is usually due to an objection to it being too similar to an existing company name and can happen within 12 months of incorporation.

After five years of incorporation, a company can be asked to change its name as a legal requirement if misleading information was provided during registration.

No matter how long a company has existed, it may be asked to change its name by law if:

• The name has been purposefully registered to obtain money or other considerations from the objector or only to prevent them from registering the name
• The name is likely to cause harm by misleading the public about the nature of the company
• The company is no longer entitled to the exemption allowing it to omit “limited” as part of its name

A provision in the articles of association

For private companies, there may be an alternative to changing the company name. If your company was incorporated with bespoke articles of association it may be worth checking whether they contain any special provisions enabling the directors to authorise resolution of the change of company name without the approval of the shareholders.

When a resolution has been passed, a certified copy of the resolution must be delivered to Companies House by post within 15 days, along with form NM04 and a cheque for £10.

How long does it take to change a company name?

If you submit your request to Companies House online your new company name should be approved and updated on the public register within 24 hours. You will receive a ‘Certificate of Incorporation on Change of Name’ by email when the change has been approved and you can use the new name immediately.

If you submit your request by post, or you are submitting an NM04 form, it could take up to 10 days for your company name to be changed, unless you choose the same-day service and pay a fee of £50.

What happens after your new name is approved?

Once your new company name is approved you will need to update HMRC. You will need to amend business banking and you should also notify investors, directors, employees, customers, suppliers, utility providers, and anyone else who may be affected by the change.

Additionally, you will also need to update your company name on your statutory registers, and change your domain name, company logo, website, emails, stationery, and signage.

Paramount Formations are on hand to provide additional information and guidance for all of your business needs. Contact us using our contact form or call our friendly expert team on 0800 0198 698.