After incorporation, it is very common for businesses to change their official registered name.
A company name change may be necessary for a variety of reasons, including correcting a spelling error, indicating a change in business practices or trading place, changing or incorporating the name of one of the business owners/LLP partners, or because the current name is too close to another company’s name.
A company name can be changed either by:
1. A Special Resolution
A special resolution of the members and a legal declaration that must be voted upon by at least 75% of the members’ votes, is the most common way to amend a business name. A special resolution should be passed in person or in writing at a general meeting.
In most cases, you’ll need to get directors or entitled shareholders to vote on whether or not to make changes (a process known as “passing a resolution”).
The following are the things that will need a resolution:
- Changing the name of your company
- A director’s removal
- Modifying your corporation’s constitution and articles of incorporation – how your corporation is being managed
- Modifying your corporation’s share structure
The majority of resolutions (referred to as a “ordinary resolution”) actually need more shareholders to agree than disagree. They can be achieved with a simple show of hands at a conference.
Ordinary resolutions are used for the majority of routine reforms, such as raising a corporation’s share capital.
Some decisions, such as changing articles, can necessitate a 75% or even a 95% majority (referred to as a “special resolution” or “extraordinary resolution”).
If you need a resolution, your company articles will normally tell you what kind it should be.
When a vote on a resolution is scheduled, you must notify your shareholders (and, if applicable, your auditors).
Special or extraordinary resolutions must be filed with Companies House within 15 days of their passage.
Special and extraordinary resolutions require shareholder votes
When calculating the majority in special or extraordinary motions, instead of counting the number of shareholders, you count the number of shares that give the owner the right to vote.
Holding a resolution
A meeting is not always needed to pass a resolution. You will normally confirm the resolution in writing if enough shareholders or directors have agreed.
All shareholders must be notified of the
results of a resolution in writing.
2. Change your company name by means provided for in the articles
To best fit the needs of the company, some businesses prefer to change the Model articles or produce bespoke articles. As a result, specific clauses in the papers can be used to enable a change of business name by means other than a special vote of the shareholders, such as a resolution of the directors.
The directors will usually pass a special resolution at a board meeting or in writing.
If the terms of incorporation require a higher plurality or unanimous vote, a 75% majority vote in favour of changing the corporate name must be obtained at a board meeting.
A majority vote of the directors is ordinarily required to pass a written resolution of the directors, but changed or bespoke articles may specify otherwise.
After the directors have passed a resolution, a signed copy of the resolution, along with form NM04 and a payment check, must be mailed to Companies House within 15 days.
This form can’t be submitted online, unfortunately.
To change name of an LLP, use LL NM01 ‘Notice of change of name of a Limited Liability Partnership (LLP)’.
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CERTNM Form Charge
It will cost £10 to file your NM01 and NM04 form by post and £50 if same service will be used.
If you are going to submit form NM01 by post, or if you are filing form NM04, know that it could take up to 10-20 days for your company name to be changed once your application reaches Companies House
- NM01 form may be use to notify companies house of an unconditional change of name by the company members.
- NM04 form may be use to notify Companies House of a change of name by means provided for in the articles.
- NM01 form cannot be use to notify Companies House of a conditional change of name.
- NM04 form cannot be use to notify Companies House of a changes of name by any means other than those provided in the articles
Address for NM01 and NM04 Forms
You can send form NM01 and NM04 to any Companies House address, but for expediency, we recommend sending it to the address listed on the forms.
CERTNM – Change in company name – Expanded
How to Change the Name of Your Business
Before submitting an application to Companies House to change the name of your company, you should review the articles of association as well as any existing Shareholders’ Agreement or Partnership Agreement. These documents will detail the rules and restrictions that apply when changing a company’s name.
Since it is a big decision that will have a massive effect on the corporation, most companies would require shareholders or guarantors (members) to consent (either by a vote of 75 percent or consensus agreement) to any change of company name. However, in certain corporations, directors are given the authority to alter the company name without the consent of the members.
NM01 ‘Notice of Change of Name by Resolution’
If the articles of association require members’ permission to change the company name, they must pass a special resolution at a general meeting (or by written resolution) to do so.
For the move to take effect, a 75 percent majority vote of the members would be needed.
If the requisite majority is obtained, the directors should note it in the meeting minutes (if applicable) and file the form NM01 ‘Notice of Change of Name by Resolution‘, along with the resolution, with Companies House within 15 days.
The following details should be included on the NM01 form:
- registration number of the company
- existing complete company name this should include ‘LTD’ or ‘Limited’ at the end
- full proposed new name
You can submit this information by email or regular mail.
You must also provide appropriate supporting documentation if the new name includes any limited or sensitive terms or phrases. Changing the company name online via WebFiling or Quality Company Formations’ online Company Manager Facility is faster and easier.
Companies House will validate the move by updating the company’s public records and sending you a Certificate of Name Change. You must wait until you obtain this certificate before using the new name.
NM04 ‘Notify a Change of Name by Means for in the articles’
If the association articles is set to allow directors to change the company name without the approval of members, the directors can then pass a board resolution and send the Form NM04 ‘Notify a Change of Name by Means for in the articles” to Companies House by post (this form cannot be filed online), along with a £10 disbursement fee and all supporting documents for a change of name (if applicable).
You must wait until you get the Certificate of Name Change from Companies House before you can use the current business name.
Choosing a company name
Your company name cannot be the same as the name of another registered business.
If anyone complains about your name being too close to another company’s name or trade mark, you might be forced to change it.
The word ‘Limited’ or ‘Ltd’ must typically be at the end of your name.
If you registered the business in Wales, you can use the Welsh equivalents ‘Cyfyngedig’ and ‘Cyf’ instead.
“Same as” company names
The term “same as” refers to names that are identical to current names except for the following:
• Certain signs and punctuation
• Some special characters like the ‘plus’ sign
• A word or character that is identical in appearance or meaning to another from the existing name
• A word or character that is widely used in UK business names
You may record a ‘same as’ name if the following conditions are met:
• Your corporation is a member of the same party as the current company or Limited Liability Partnership (LLP).
• You have a written confirmation from the company or LLP that they have no objection to the new name you will be using.
“Too like” company names
If someone complains and Companies House decides that your name is “too like” to one registered before yours, you will have to change it.
And if Companies House believes your name is “too like” with another company, they will contact you and advise you on what to do.
Your business name cannot contain any offensive words.
If you get permission, the name cannot include a ‘sensitive’ word or phrase, or indicate a link with the government or local authorities.
You are allowed to trade under a name other than your legal name. A “business name” is what this is referred to as.
Here are some examples of unsuitable company names:
• Use the terms ‘limited,’ ‘Ltd,’ LLP,’public limited company,’ or ‘plc.’
• If you have permission to use a “sensitive” term or expression, don’t use it.
You could be required to change your business name if anyone complains that it is too similar to another company’s trademark.
Putting your name on display
When it comes to showing the business name, there are certain guidelines to follow.
If your company is a registered charity or limited by guarantee, and your articles of association state that your company:
• Promotes or governs trade, art, research, education, religion, charity, or any occupation
• Cannot pay dividends to its shareholders
• Requiring each shareholder to contribute to the company’s assets whether it is wound up while they are a shareholder or within a year of their termination.
The Certificate of name change
A Certificate of Incorporation on Change of Name is granted when a corporate name is changed.
Companies House will give you this by post or electronically (depending on how you notified them of the name change) to ensure that the change has been authorised and updated on public record.
Note that this is not a replacement Certificate of Incorporation. This merely confirms the company name change and the effective date. This certificate, along with your Certificate of Incorporation, must be kept at your registered office address.
Bank accounts, stationery, and third parties must all be updated.
To represent the new name, make sure to change your company bank account information, credit agreements, loans, rentals, and any other contracts you might have.
With a corporate name change, all stationery, websites, emails, and company signs must be changed within 14 days.
It’s still a good idea to get new domain names.
In addition, you must also notify any of your company associates that you have a new name, preferably by email or letter, to prevent any misunderstanding and to clarify why you have changed your name.
Companies House has right to return forms that have been filled out incorrectly or that are missing details. So make sure to check the following:
- Company name and number matches the information held on the public Register.
- You have provided the proposed name in section 2.
- You have double-checked that the proposed name is available
- You attached a copy of the resolution unless it was filed previously.
- You signed the form.
- You enclosed the correct fee.
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