Limited Company Name Change by Special Resolution Explained!

Last Updated: Nov 22, 2024
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Key Highlights

  • A company can change its name anytime after incorporation, as often as it wishes, provided the correct procedure is followed.
  • To change the name, you must pass a special written resolution with the approval of at least 75% of the shareholders and then apply to Companies House.
  • Once approved, you will receive a Certificate of Change of Name, displaying both the old and new names. However, your company registration number will remain the same.

What is a limited company name change?

A limited company name change refers to officially altering your company’s registered name. This is done to better align the business with new strategic goals, branding, or market positioning. A company may decide to change their name for reasons such as :

  • Reflecting a change in leadership: A change in ownership or management often leads to a desire for a fresh identity. New leadership may want to distance the company from the past or emphasise new values and goals.
  • To signal a shift in the company’s direction: If a business expands its product or service offerings, enters new markets, or repositions itself, changing the name of your limited company can signify this transition. A new business name can more accurately reflect the company’s current operations and future goals.
  • Modernising or updating the brand: Over time, a company’s original name may feel outdated or no longer resonate with its target audience. A name change can help refresh the company’s image, making it more relevant and appealing to customers in a modern marketplace.
  • After a merger or acquisition: When two or more companies merge, or one company acquires another, a name change is often needed to represent the newly combined entity or eliminate brand confusion.

A name change is a strategic decision that can significantly impact a company’s public image and business trajectory.

What is the process of changing a company name by passing a special resolution?

deally, your private limited company’s articles of association will outline the procedure for changing the name. If the articles do not provide specific guidelines, follow this process:

  • Choose the new business name: Avoid sensitive or offensive words. Ensure the new legal name meets all requirements of the Companies Act 2006.
  • Check name availability: Use our company name check tool to confirm that the desired name is available.
  • Call a board meeting: The directors must convene a meeting to propose the name change. Prepare board minutes as part of the documentation required for the application.
  • Draft the special resolution: Prepare a special resolution for the shareholders’ approval. A majority of at least 75 per cent of shareholders eligible must vote in favour of it.
  • File the name change application with Companies House: Once the written special resolution is approved, submit it along with the board minutes and the appropriate form to Companies House.
  • Complete the necessary forms: Use form NM01 for special resolutions or form NM04 to change the name.
  • Submit your application to Companies House: Send the completed form and a copy of the resolution (for NM01) to the Registrar.
  • Pay the required filing fee: Ensure the relevant payment is paid when applying.

How much does it cost to register a new name?

Our name change service cost is £40, which includes –

  • Completion and submission of the NM01 form: The NM01 form is required by Companies House to record your company’s name change officially. We will complete and submit this form on your behalf.
  • Preparation of board meeting minutes: We will prepare the minutes from a board meeting, documenting that the vote to change the name took place and that a majority vote in favour was achieved.
  • Completion of the special resolution for change of name: We will draft the special resolution, which all shareholders must sign to indicate their approval of the name change.

This comprehensive service ensures that all required documents are completed and submitted to Companies House, saving you time and effort.

Read also: How to Get a Certificate of Incorporation From Companies House.

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How long does it take for Companies House to process a change of name if I file online?

Companies House typically processes a company name change within 5 hours if filed online, depending on workload. Our service can expedite this process as we ensure all documents are error-free, reducing the risk of delays or rejections.

How is the new company name officially confirmed?

The new company name is officially confirmed through a Certificate of Incorporation on Change of Name. This document proves that the name change has been approved and should be available at the registered office or SAIL address. It includes the following details:

  • The company’s previous name
  • New company name
  • The date the name change took effect

The company’s registration number remains unchanged.

Will I get a new company registration number?

No, your company registration number (CRN number) remains the same. It is assigned to your company for its entire lifetime and will only change if it is dissolved and a new one is registered.

How can you change your company name if you haven’t completed the company formation process?

At Your Company Formations, setting up your company is simple and can be done in four steps:

  • Choose your private limited company name
  • Select your package
  • Make payment
  • Enter your company formation details

Our name check tool provides instant feedback on whether your preferred name is available, highlights any sensitive terms used, and informs you of any permissions needed.

Before submitting your company formation application, you can easily change your preferred name by navigating to the ‘Particulars’ and ‘Review’ sections. Simply type over your current name with the new one, ensuring to include ‘Ltd’ or ‘Limited’, and click ‘Check another name’. We’ll immediately notify you if the new name is available. When satisfied, proceed with the formation process, double-checking the name on the ‘Review’ page.

If you encounter any issues, feel free to email our customer service team at info@yourcompanyformations.co.uk, and we’ll be happy to assist you.

What is the difference between a company name and a brand name?

A company name is registered with Companies House and identifies your business as a legal entity. In contrast, a brand name is protected as a trademark by the Intellectual Property Office (IPO) and can be accompanied by the ® symbol once registered.

While the business name is specific to the legal registration of your business, a trademark encompasses the key elements that define your brand. These elements can include:

  • Words
  • Sounds
  • Logos
  • Colours
  • A combination of these features

A company name represents your business legally, while a brand name, through its trademark, protects the distinct identity of your products or services in the marketplace.

Article by

Fridar Gichuki

Fridar Gichuki is a lawyer by training turned dedicated content writer & strategist. She brings over 10 years of experience leveraging her legal acumen to support and inspire small businesses on legal, finance, and marketing topics. When not immersed in the world of content, you'll find her hiking across vast plains and scaling high mountains.

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