How to Change My UK LTD Company Name?
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Setting up a company needs a lot of things to be considered in the first place. The most important thing among them is the name that will go in the Companies House record. No doubt, lot of thought goes into naming your company and many factors are considered before choosing a right name. However, you may feel the need to change it especially when your company name is not making the required hype in the market as you imagined it before.
Do you want to change your company name? Can you, do it? Is it even legal? Of course, you can legally change your company or brand name!
This is a very common event when company ownership changes or you attempt to rebrand. A special resolution must be approved by the board of directors and signed by them all in order to modify a limited company's name on Companies House. A copy of the resolution that the company kept for its own records must then be filed with Companies House along with this.
However, there are risks associated with changing your name. In this guide, we will cover the specifics of renaming a limited company, including how to proceed with the change of name and the associated risks. So, let’s get started!
Step-by-Step UK Company Name Change Process
According to the Companies Act 2006 (sections 77-79), you can change your company name by:
● passing a special resolution of the members
● by other methods specified in the articles of association
However, before changing your company name, you must check the articles of association to find out which of these methods you are allowed to use.
If your company has followed the Model articles of association completely, you will need to pass a special resolution of the members to change your company name. If your company has custom articles of association, there may be different provisions that enable a change of company name by other methods.
Method 1 - Passing Special Resolution of Members
The most usual way to change a company name is by passing a special resolution of the members, which is simply a formal decision that must be approved by at least 75% of members’ votes. A special resolution can be passed at a general meeting or by writing.
Step 1. Pass a special resolution during a general meeting
Holding a general meeting to propose a special resolution is more typical in larger organisations and/or companies that have many members. If you want to hold a general meeting to propose a special resolution to change your company name, the following steps must be followed:
● A general meeting will be arranged by the board of directors, or upon request of members representing at least 5% of the company’s share capital or voting rights
● At least 14 days’ notice of the general meeting must be sent to all members and directors
● Notice of the general meeting may be given in hard copy, by email, or posted on the company website
● The notice must include details of the meeting, such as the date, time, location, general purpose of the meeting, the exact wording of the special resolution, the intention to propose it as a special resolution, and the right of each member to appoint a proxy
● The members will vote on the special resolution by a show of hands or by a poll
● The special resolution will be passed when at least 75% of votes support the change of company name
● The passing of the resolution must be correctly recorded in minutes of the meeting, which should be stored at the company’s registered office or SAIL address for at least 10 years
● All members should get written notification of the resolution
● Within 15 days of the general meeting, a certified copy of the special resolution must be sent to Companies House, either online or by post, along with form NM01. A fee of £8 (if filed online) or £10 (if sent by post) will apply
This is the necessary procedure for companies that adopt Model articles. If your company adopts modified Model articles or bespoke articles, the provisions and procedure may be slightly different.
Step 2. Record the Resolution in Written Form
A written resolution is a more simple and quick way for members to make important decisions. Instead of meeting at a general meeting, a copy of the written special resolution suggesting the change of company name will be sent to every member who can vote. This can be done by mail, email, or posting on the company website.
The suggested written resolution must have clear directions on how to vote. It should also mention the deadline for voting. After all the members have agreed to the resolution (or at least 75% in support of the UK company name change), a certified copy of the written resolution should be submitted to Companies House, either online or by mail, within 15 days of being approved, along with Form NM01 and the needed fee.
Method 2 - UK Company Name Change by Means Provided for in the Articles
Some companies decide to change the Model articles or create custom articles to fit the needs of the business better. Therefore, they can include specific provisions in the articles to enable a change of company name by different methods than a special resolution of the members, such as a resolution of the directors.
A special resolution of the directors will usually be approved at a board meeting or by written resolution. To approve a resolution at a board meeting, a 75% majority vote in support of the change of company name must be reached, unless a provision in the articles demands a higher majority or unanimous vote. To approve a written resolution of the directors, a unanimous vote is usually needed, but changed or custom articles may say otherwise.
When a resolution of the directors has been approved, a certified copy of the resolution must be sent to Companies House by mail within 15 days, along with Form NM04 and a cheque for £10. Sadly, it is not possible to file this form online.
Formalities After Companies House Name Change
After completing the above steps, you will also need to consider whether you need to change your company stationery (e.g. letterhead paper, business cards, envelopes) and your website. You should do this in a way that makes sure your company follows the rules on trading disclosure under the Companies Act 2006 (CA 2006).
This means showing your registered name at your registered office, any place where you store records for inspection, and any place where you conduct business. Also, under The Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 (SI 2015/17), your company has a legal obligation to display its registered name on its:
● both at your registered office and any location for an inspection
● on your official website
● on your business letters, notices and other official publications
● on your cheques that appear to be signed by or on behalf of your business
● on payments for goods, services, or money that appear to be signed by or on behalf of your business
● on your invoices, receipts, letters of credit, and other requests for payment regarding your bills of parcels
● in relation to your requests for permits to engage in a certain activity or trade
● on all other forms of its business correspondence and documentation
FAQs
1. Will I get a new Certificate of Incorporation with new name?
Changing a company's name does not result in a new certificate of incorporation. Instead, you will receive a certificate of incorporation on change of name by Companies House.
2. Is renaming a company a good business strategy?
Changing your company name on Company House can be beneficial to your business strategy if it reflects the company's vision, values, and goals. It can also help attract new customers, rebrand the company, and set it apart from competitors.
3. Do I need to inform anyone about my company name change?
Once your new company name has been approved by Companies House, you must notify HMRC and update your business bank accounts as soon as possible. You should also notify all investors, directors, employees, customers, suppliers, utility providers, and anyone else who may be affected by the company's name change.
The Bottom Line - Icon Offices Can Help You!
Online filing is the most effective and secure method of providing information to Companies House. The reason Icon Offices stays one step ahead of all manual incorporating agents is because we offer an online incorporation service.
If you want to save time, effort, and money, hire a company formation agent, such as Icon Offices, to change your company's name for you. Your new name and a few essential details are all we will need to move forward with the process.
So, get in touch with us today and let’s discuss what formalities we need to complete to get your company’s name changed.