Companies may change their name for a variety of reasons such as a rebranding, to reflect a revised business activity or to simply update what they might consider to be an outdated name.
What To Do First
Once a desired name is sought, it should be checked against the company name availability checker online to ascertain if Companies House are likely to accept the change. Even if the name appears to be available, final approval of the name change will be made by Companies House upon the processing of the application.
The company should also search the Trade Marks Register at the Intellectual Property Office to ensure that the desired name does not negatively conflict with registrations at the Trade Marks Register.
If the company has a website, they might also wish to check if a suitable domain name under the new company name is available.
Under The Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2014 (SI 2014/3140), there are certain words and expressions which are considered restricted or sensitive which require approval from the Secretary of State under the Companies Act 2006.
In addition, depending on the restrictive name, there may be a necessity to seek approval on the proposed new company name from a particular body in addition to the Secretary of State. For example, to use the word ‘Royal’ in a company name, permission must be sought from the Cabinet Office in the UK who will provide a letter or e-mail of non-objection if permission is granted.
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Procedure For Name Change
Private limited companies can change their names through one of the following methods:
- Change of name by special resolution
- Change of name by means provided for in the company’s articles of association
Regardless of which method is used however, if the name is restrictive a Form NM04 must be filed.
Change Of Name By Special Resolution
When changing the company name by way of a special resolution, directors can either hold a board meeting or pass a written resolution to call a general meeting to approve a special resolution of the change of name.
Should the special resolution be approved by way of a board meeting, the standard general meeting notice regulations will apply. At the general meeting, the shareholders in attendance must pass the special resolution by 75% majority through a poll or show of hands. If the special resolution is passed by way of a written resolution, it must be approved by members representing at least 75% of the total voting rights of the eligible members.
Within 15 days of the approval of the special resolution, the following must be filed with Companies House:
- Form NM01
- Copy of the special resolution approving the change of name
- Applicable Filing Fee (variable depending on whether the change of name is filed online or manually and whether the same-day or standard Companies House filing services are used).
Change Of Name By Means Provided For In The Company’s Articles Of Association
Some companies might have special procedures in place as stated in their articles in respect of changing a company name, e.g., by directors’ resolution.
Once the relevant name change approval procedure has taken place, a Form NM04 is filed with Companies House along with the applicable filing fee.
Once the name is accepted by Companies House, the company will receive a Certificate of Incorporation on Change of Name.
The company will be required to inform their stakeholders of the name change, including any banks whereby bank accounts are currently held.
Finally, the company must ensure they comply with trading disclosure requirements such as updating their company website and stationary with the new company name.
Disclaimer: Please note that this commentary does not purport to be a comprehensive review of the process of changing a UK private limited company name. Detailed appropriate advice should be taken before any particular transaction is entered into.