Companies may wish to change their name in a variety of circumstances, often following an acquisition or as part as part of a rebranding.
This article sets out the general checks and process to follow if you want to change your company name.
Step 1. Choosing a new company name
There are a number of preliminary checks and considerations you should carry out before proceeding with a change of name procedure, in particular:
- the new name must not be offensive;
- check that the new name is not the same as any other registered company, which you can do using the Companies House company name availability checker;
- you cannot use any sensitive words in your company name (see the government’s list of sensitive words and expressions) without a letter of non-objection from the relevant body together with any other required evidence;
- a letter of non-objection will be required if the new name is likely to give the impression your company is connected with the government, a devolved administration, a local authority, or a specified public authority (view the list of words and expressions that could imply such a connection);
- to reduce the risk of a third party objecting against the new name, check that (i) it is not extremely similar to any other registered company name so as to risk suggesting a connection with that company, and (ii) it is not the same any UK registered trade mark (you may search the IPO’s trade mark register here);
- your company’s use of the new name must not constitute an offence (a list of protected names is available here); and
- you may also wish to search a list of web domains to check if a domain name in the new company name is available to purchase.
Step 2. Change of name procedure
A company name can be changed:
- by a special resolution of the shareholders, which is a shareholder resolution passed by a majority of 75% or more; or
- by other means (if any) provided in a company’s articles of association.
Change of name by special resolution
A change of name by special resolution typically requires the following steps:
- the directors call and hold a board meeting in order to authorise proposing a special resolution to change the company’s name. Such special resolution can be proposed at a general meeting or (for private limited companies) as a written resolution; and
- (if using the written resolution procedure) a copy of the written resolution proposing the special resolution must be circulated to all of the company’s eligible members as at the circulation date or the written resolution; or
- (if voting on the resolution at a general meeting) a notice calling the general meeting must be sent to all the company’s eligible members. The notice must be compliant with the Companies Act 2006 requirements in respect of its content and format, and notice period for the meeting. The general meeting should be held on the relevant date, when the shareholders will vote on the resolution; and
- presuming the special resolution is passed (whether as a written resolution or at a general meeting), the company must file a copy of it at Companies House within 15 days of the resolution together with a form NM01 and payment of the requisite fee. The fee varies depending on if the filing is made electronically or by post, and if you require next-day registration; and
- the change of name becomes effective upon the Registrar of Companies issuing a new certificate of incorporation on change of name.
Change of name by means provided by articles of association
If your company’s articles of association provide any other means of changing company name, such as by a decision of the board of directors, then that process can be followed.
Once completed, notice of the change of name should be notified to Companies House in form NM04 together with the payment of the requisite fee, which, again, varies according to if you file online or by post, and if you need next-day service.
Step 3. Post-change of name formalities
Once changed, you must display your new company name:
- at your registered office and at any inspection place;
- on your website;
- on your business letters, notices and other official publications;
- on your cheques purporting to be signed by or on behalf of your company;
- on orders for money, goods or services purporting to be signed by or on behalf of your company;
- on your bills of parcels, invoices and other demands for payment, receipts and letters of credit;
- on your applications for licences to carry on a trade or activity; and
- on all other forms of its business correspondence and documentation.
You may also wish to notify your business partners of your change of name so that their records are fully up to date.
It is also worth noting that certain additional formalities apply in the case of listed companies. However, those formalities are beyond the scope of this article.
This article is provided by Burlingtons for general information only. It is not intended to be and cannot be relied upon as legal advice or otherwise. If you would like to discuss any of the matters covered in this article, please contact Paramjit Sehmi or write to us using the contact form below.