Changing the name of a limited company after incorporation is very common. It is usually a straightforward procedure, especially when a company has only one or two members (i.e. shareholders or guarantors). As per the Companies Act 2006 (sections 77-79), you can change your company name by:
- passing a special resolution of the members, or
- by other means provided for in the articles of association
Before changing your company name, however, you must check the articles of association to determine which of these procedures you are permitted to use.
If your company has adopted Model articles in their entirety, you will need to pass a special resolution of the members to change your company name. If your company has bespoke articles of association, there may be alternate provisions which allow a change of company name by other means.
1. Change a company name by special resolution of members
The most common way to change a company name is by passing a special resolution of the members, which is simply a formal decision that must be agreed on by at least 75% of members’ votes. A special resolution can be passed at a general meeting or in writing.
Pass a special resolution at a general meeting
Holding a general meeting to propose a special resolution is more common in larger organisations and/or companies that have lots of members. If you wish to hold a general meeting to propose a special resolution to change your company name, the following steps must be taken:
- 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 of the general meeting must be sent to all members and directors.
- Notice of the general meeting may be provided in hard copy, by email, or published on the company website.
- The notice must set out details of the meeting, including the date, time, location, general nature of the meeting, 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 by a show of hands or by a poll.
- The special resolution will be passed when at least 75% of votes favour the change of company name.
- The passing of the resolution must be accurately recorded in minutes of the meeting, which should be kept at the company’s registered office or SAIL address 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.
This is the required procedure for companies that adopt Model articles. If your company adopts altered Model articles or bespoke articles, the provisions and procedure may be slightly different.
Pass a written resolution
A written resolution is a more convenient and expedient way for members to make important decisions. 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. This may be done by post, email, or publication on the company website.
The proposed written resolution must include clear instructions on how to vote. It should also state the deadline for casting votes. Depending on the way in which the proposed resolution is circulated, members may approve the decision to change the company name by:
- signing and returning a hard copy of the resolution
- electronic signature
- email confirmation
- casting their votes on the company website
The proposed resolution will be passed when at least 75% of members’ votes are cast in favour of changing the company name. 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.
2. Change a company name by means provided for in the articles
Some companies choose to alter the Model articles or create bespoke articles to better suit the needs of the business. It is possible, therefore, to include specific provisions in the articles to allow a change of company name by means other than a special resolution of the members, such as a resolution of the directors.
A special resolution of the directors will usually be passed at a board meeting or by written resolution. To pass a resolution at a board meeting, a 75% majority vote in favour of the change of company name must be achieved, unless a provision in the articles requires a higher majority or unanimous vote. To pass a written resolution of the directors, a unanimous vote is normally required, but altered or bespoke articles may stipulate otherwise.
When a resolution of the directors 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. Unfortunately, it is not possible to file this form online.
How long does it take to change a company name?
If you submit form NM01 to Companies House online via Webfiling, 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. You can start using your new company name immediately thereafter.
If you submit form NM01 by post, or you are filing form NM04, it could take up to 10 days for your company name to be changed once your application reaches Companies House, unless you choose the same-day service and pay a fee of £50.
Why would I change my company name?
There are many reasons why a company may need or wish to change its name, though it’s not a decision to be taken lightly. Brand identity is a powerful tool that can make or break your business, so it’s important to give careful consideration to your company name and carry out thorough research before making any changes.
The most common reasons to change a company name are:
- To correct a spelling mistake
- It is too difficult to pronounce or spell, or is often misheard
- The name has negative associations
- The business has expanded or changed direction – e.g. different industry, products, services, target market, or ethos
- Change of ownership
- Copyright or trade mark infringement
- Outdated or problematic legacy name
- Geographical reference that is now restrictive or irrelevant
- The name is unmemorable or too generic
- It is not an SEO-friendly business name, i.e. it is difficult to find your company or website online
- Failing to secure a domain name or social media usernames that match your company name
There are many famous businesses that have changed their names and achieved great success, so you’re in good company.
What to do after changing your company name
When your new company name has been approved by Companies House, you will need to tell HMRC and update your business bank accounts as soon as possible. You should also notify all investors, directors, employees, customers, suppliers, utility providers, and anyone else who may be affected by the change of company name.
You will also need to update your company name on your statutory registers, change your domain name, and update your company logo, website, emails, stationery, and signage.
Company Name Change Service
Quality Formations provides a range of professional services for limited companies registered in the UK, including an online Company Name Change Service for only £49.99 +VAT.
Our expert team will prepare form NM01 on your behalf, file it electronically at Companies House, and provide all related documents, including a special resolution, minutes, and the Certificate of Incorporation on Change of Name. Subject to Companies House workload, your new company name will be approved within 24 hours.