You can change a company name any time after incorporation. This can be done either by having the members (be they shareholders or guarantors) pass a special resolution or (if the company’s Articles permit it) by the Directors resolving to do so.
The first thing you should do is check the articles to see which protocol is required. When a new name has been chosen, you must apply to Companies House and wait for their approval before using it. If it contains any ‘sensitive’ words or expressions, you will have to provide supporting documentation.
It is necessary to go through the official name-change procedure even if you’re simply correcting a spelling error or changing a symbol or punctuation mark.
Change of company name by members
If you wish to change a company name by special resolution, a 75% majority vote of the members will be required. The resolution can be passed at a general meeting, but can also be passed as a written resolution. If there are any Shareholder Agreements in place, these too should be checked for any special procedures.
To determine whether a majority vote has been achieved, you must count the number of voting shares in favour of the change, rather than the number of shareholders who favour the change. This is because shareholders can hold multiple shares, each of which may carry one or more votes. Some shares may be non-voting.
If a resolution is passed, the company directors should provide each member with written confirmation of the decision. The resolution should be delivered to Companies with Form NM01 within 15 days of being passed, electronically or by post.
Rapid Formations customers can use our free online Admin Portal. Login to your client account, enter the required information, upload a copy of the resolution and pay the required Companies House disbursement. These details will then be delivered to the Registrar electronically.
Change of company name by directors
If the directors are allowed to change the name of the company without consulting the shareholders, and they pass a board resolution to that effect, then they should complete the Form NM04 and submit it to Companies House with the appropriate fee. This form must be filed by post and cannot be carried out electronically.
When can I start using a new company name?
Not until it has been approved by Companies House. They will inform you when this happens and provide a ‘Certificate of Incorporation on Change of Name’ as confirmation. You can start using it as soon as you receive this document.
What is a certificate of name change?
Companies House will issue a Certificate of Incorporation on Change of Name to confirm the change and the date it takes effect. This should be kept at your registered office or SAIL address (where applicable) for inspection purposes. Your original company formation details will remain the same (e.g. date of incorporation, registration number, etc), so you must retain a copy of your original certificate of incorporation. The new one is not a replacement, it just confirms the change.
Changing a company name on a business bank account
If you change your company name, you will have to update your business bank accounts and finance agreements. Your firm is an individual in the eyes of the law, so the name on all contracts and agreements must match the one that is registered at Companies House and displayed on public record.
To change this information on your business bank account(s), you will have to request the relevant form from your bank and provide a copy of the certificate. You may be able to complete the changes online, but you should contact your bank in the first instance to determine the correct procedure.
Updating company stationery and signage
When a change of name has been approved, you can continue to use the old one on stationery, websites and signage for a further 14 days. After this time, you must update everything that bears the name of your business.
- Updating the name and bank account title with HMRC.
- Notifying members, clients, suppliers, service providers and other business contacts.
- Making changes to visual and audio advertisements.
- Registering a new domain.
- Updating statutory records and registers.
The memorandum and articles of association do not have to be updated. These documents will remain in their original format.