It’s quite common for limited companies to change their names, and there are various different reasons for doing so. Changing your company name is a relatively straightforward process, especially for smaller companies.
If you do decide to change your company name you must still ensure that the new one adheres to all company name rules and regulations.
There are a couple of ways you can change your company name as per the Companies Act 2006 (sections 77-79). These include:
- 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.
We’ll break down both options and what needs to be done below.
Company name change process
- Change your company name by members’ resolution
This is the most common way companies change their name. This is simply a formal decision that needs to be signed by at least 75% of the member’s votes. Special resolutions can be passed at a general meeting or in writing. This is why it’s much easier for smaller companies to do.
You must count the number of individual votes cast that support the name change, rather than the number of members in order to determine whether a majority has been achieved.
If the proposed resolution is passed, the directors must provide each member with written confirmation of the decision.
Companies House must be notified of the change of name on Form NM01.
To complete this form, you will be asked to supply to following details:
- Company number
- Existing company name in full
- Proposed company name
- An authorising signature of a director
- Copy of the members’ resolution or written special resolution
Form NM01 and a copy of the resolution can be delivered to Companies House electronically or via post within 15 days of the resolution being passed. For both a small fee is required, for online filing, this is £8 and for postal filing, it’s £10.
Change of company name by directors’ resolution
Sometimes companies can also choose to alter their Model articles or create bespoke articles to change the company name. It is, therefore, possible to include specific provisions in these articles to push through a company name change by other methods other than a special resolution of the members, such as the resolution of directors.
If so this provides means for directors to change the name of the company. Directors of the company can then pass a resolution at the next board meeting or in writing.
Companies House should be notified on Form NM04.
In order to complete this form you’ll need the following information:
- Company number
- Full name of existing company
- The new proposed name of the company
- Authorising signature of a director
- Copy of the board resolution or written resolution
You cannot submit an NM04 form online, so this will need to be sent to Companies House via post within 15 days of the resolution being passed. You’ll also need to include a cheque for £10 to pay for the change of name.
What is a certificate of a name change?
Once everything has been processed Companies House will provide you a Certificate of Incorporation on Change of Name to confirm the change and what date this takes effect.
All your original company formation details stay the same (date of incorporation, company number, etc), so you must retain a copy of your original certificate of incorporation. The new does not replace the original, it’s only to confirm the change of name.
How long does it take to change a company name?
Depending on how you submit your NM01 form to companies house will depend on how quickly the change of name takes to be put in place.
If you submitted the form to Companies House online via WebFiling, your can expect your new company name to be approved and updated on the public register within 24 hours.
If you’ve submitted the form via post, or you need to file an NM04 form it takes longer. In this instance, it could take up to 10 days for your company name change to be processed.
Why do companies change their name?
Errors at the time of incorporation.
Errors are more common than you think. It’s easy to miss typing errors or slight misspellings during the registration process. Unfortunately, if this happens your company will be registered with those mistakes clearly present.
Suitability and rebranding.
As a business grows and expands it may take a change in direction and its original name may no longer be relevant or suitable. For example, if a company standard out only selling one product as was named “Complete Tyre Solutions” but now offers a range of vehicle services and solutions they may wish to change their name to “Complete Vehicle Solutions” to accurately reflect what they do.
Mergers and restructuring.
If a business is part of a merger or acquisition it will become bigger and may wish to rebrand completely. A new name may be needed to accurately represent the group nature or newly merged businesses.
Trademark infringement or similarity to existing names.
These issues should be avoided when originally registering your business but sometimes it can happen. If a business registers with a popular brand in their names like Virgin or Nike this can often lead to a legal notice from the company asking for the name to be changed.
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