Changing company name is a common practice undertaken by many businesses each year in the UK. A company may change its name to reflect a new brand image in response to new ownership, unfavourable media coverage, expansion into new jurisdictions, the introduction of new product and service offerings, and for many other reasons. Famously Facebook has changed its name to ‘Meta’, Google to ‘Alphabet’, and in the UK, Midland Bank changed to ‘HSBC’, Northern Rock to ‘Virgin Money’, and Norwich Union to ‘Aviva’. There are several steps that must be followed to ensure that a company name is changed properly, as we will outline in this step-by-step guide.
Step 1: Getting ready to change a company name
Before you complete the formal process of changing your company name, there are several preparatory tasks you will need to consider and complete:
Carrying out the necessary searches
Carry out a search of existing company names at Companies House to ensure the proposed name isn’t already in use.
- If the new name you have chosen will be used as a trade mark, it is important to carry out a search of the Trade Marks Register held by the Intellectual Property Office.
- Consider the suitability of using the new company name as a trade mark in other countries (e.g. the well-known cleaning product Jif was changed to Cif to align with the name used in other European countries).
- Carry out internet domain searches to make sure that the company name is not already in use and the domain name is available for purchase.
Check if the new name is restricted
Check if the new company name is restricted or sensitive. For example, if your new name includes the word ‘Fund’, the view of the Financial Conduct Authority would be sought before approving the change. This is covered in The Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2014 (SI 2014/3140) and The Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 (SI 2015/17). This process is handled by Companies House on behalf of the Secretary of State and the formal body giving an opinion doesn’t need to approve the name but they may object.
Other preparatory considerations
It is also recommended that you complete the following steps before you commit to changing a company name:
- Review your company’s articles of association to see if it provides another way to change the company name other than using the special resolution procedure (section 78, CA 2006).
- If necessary, confirm if your company is exempt from using the word “limited” in its name.
Step 2: Getting agreement to change the company name by special resolution
Assuming you have completed the relevant preparatory steps listed above, you will now be in a position to gain a formal agreement to change your company name by passing a special resolution at a board meeting. As an alternative to holding a formal general meeting it is also possible to seek the permission needed from company directors for a name change by following a written resolution process.
The tasks you will need to complete are as follows:
- Prepare an agenda for a general meeting of the company for the purpose of agreeing on a company name change.
- A draft notice should be drawn up including the meeting date, time, place, the right of directors to appoint a proxy to vote on their behalf, and the precise wording of the special resolution proposed. It may be necessary to include in this notice a circular stating that share certificates in the new company name will only be issued when transfers are registered. At least 14 days’ notice should be given unless there is a consensus to hold a meeting at short notice.
- At the meeting, all directors should be asked to cast their vote on a special resolution to change the company’s name, typically by a simple show of hands. Three-quarters of directors must agree to the special resolution for it to pass. If the written process is followed, the decision to change the company name has to be agreed upon by members representing at least 75% of the total voting rights of eligible members.
- Meeting minutes should also be prepared, circulated, and retained for at least 10 years at the registered company office.
- Members should be informed of the decision to change the company name in writing after the meeting.
If following the written resolution process, you will need to prepare a written special resolution proposing the company name change. A copy of this must then be circulated by post, email, or via the company website, outlining the voting process and deadline. Using this method, directors can provide their approval for the company name change by email, using an electronic signature, signing a printed copy of the resolution and returning this, or by using a secure voting system on the company website.
Step 3: Lodging the name change with Companies House
Having gained the required permission to change the name of the company, you now need to register this with Companies House. To do this, within 15 days of the resolution being passed, you must file the following with Companies House:
- A copy of the special resolution agreed to by the company’s directors
- Completed form NM01 (Change a Company Name) or form NM02 (Give notice of a conditional change of name) – whichever is appropriate.
- Completed form NM03 (Notice confirming the satisfaction of the conditional resolution to change the company name) if applicable.
- Payment of £10 to change the company name. If you wish to have this completed on the same day, the charge is £50 for the expedited process. Electronic registrations for company name changes are cheaper (£8 and £30 respectively).
- Once the name change is formalised by Companies House, they will issue a Certificate of Incorporation on Change of Name. This means that the change is now confirmed.
Using alternative means to change the company name
If you are following the alternative means of changing the name of your company as outlined in your articles of association, once you have completed that process, you will need to complete a different Companies House form to those mentioned above. In this case, you will need to complete and submit form NM04 (Notify a change of name by means provided for in the articles). Beyond this, the process for changing the company name with Companies House is as outlined above.
Step 4: Other tasks you will need to complete after a company name change
Having completed the above steps, you will also need to consider whether you need to change your company stationery (e.g. letter headed paper, business cards, envelopes) and your website. This will need to be done in a manner which means your company adheres to the rules on trading disclosure under the Companies Act 2006 (CA 2006). This includes the display of your registered name at your registered office, any location where you hold records available for inspection, and any location where you conduct business. In addition, under The Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 (SI 2015/17), your company has a legal requirement to show its registered name on its:
- business correspondence and documents.
- business notices and other official publications.
- bills of exchange, promissory notes, endorsements and order forms.
- cheques and orders for money, goods or services signed by or on behalf of the company.
- bills of parcels, invoices and other demands for payment, receipts and letters of credit.
- applications for licences to carry on a trade or activity.
If your company is listed, you may also need to notify the following entities of your change of company name:
- The Regulatory Information Service.
- The Financial Conduct Authority (FCA) – you will also need to send them a copy of the Certificate of Incorporation on Change of Name.
- The London Stock Exchange (LSE) (for AIM companies) – you should notify the LSE as soon as possible regarding the company name change and the date the change was formally registered. You will also need to submit a copy of the Certificate of Incorporation on Change of Name to the LSE if the company was formed in the UK. This will ensure you comply with AIM Rule 17.
The process of changing your company’s name requires a number of steps to be taken to ensure it is completed both in the interests of the company and correctly from a legal standpoint. As long as you complete the necessary due diligence, company decision making, and legal steps outlined above, your change of company name should proceed smoothly. Our team at Uniwide are always available to answer any questions you may have.
Uniwide Formations specialises in the registration of limited companies and LLPs. As professional business service providers, we offer a wide range of related services and can advise you on all aspects of company formation.