How To Legally Change Your Company Name After Incorporation

Sometimes a company changes its name after incorporation to better match a new direction, refresh its brand, or connect with a different audience. It could also happen because of a merger, a change in ownership, or legal reasons such as trademark issues. Or, let's be honest, maybe you just didn’t love the name you started with!

Legal Ways To Change Your Company Name

There are just two legal ways to change your company’s name; either through a special resolution or a directors resolution. Which one you go for usually depends on what your company’s articles of association say.

Change by Special Resolution

The most common way to change your company name is through special resolution. A special resolution requires a 75% majority vote from shareholders in order to legally change the company name. This would typically be done through a general meeting or a written resolution.

Change by Directors' Resolution

Some companies decide to update their articles of association so they are more suited to the business. This means they can add specific rules that allow the company name to be changed in ways other than a special resolution, such as letting the directors make the decision instead. Normally, a written directors resolution needs everyone to agree, but tailored articles can set different requirements that the company prefers.

Check Company Name Availability

Before you dive into changing your company name, you will need to make sure the new name you want is actually available. You can check this by using our company name availability tool. When you are searching for a name, here are a few things to keep in mind:

• It does not contain restricted or sensitive words
• Cannot be too similar to a trademark
• Cannot imply the company is something that it is not

Companies House has put together a guide explaining which words or expressions they consider to be sensitive. If you want all the details, you can Check out Companies House guide on Company names

Step-by-Step Process 

Once you have found and settled on your new company name, there are a few steps you will need to follow to make sure the change becomes fully effective.

1. Pass The Required Resolution

As mentioned earlier, at least 75% of the shareholders need to vote in favour of the name change. Once that resolution is passed, the company can move on to preparing the necessary documents for Companies House.

2. File The Correct Form To Companies House

To officially confirm the name change, you will need to complete and submit the NM01 form along with the special resolution. You can do this online or by post. If your articles of association allow a directors’ resolution instead, you can use the NM04 form for that option.

3. Pay The Fees

The fees will vary depending on whether you file the forms online or by post. The cost also changes based on whether you choose the same-day service or the standard option. You can find a full breakdown of Companies House fees in the table later in this article.

4. Receive New Certificate Of Incorporation

The name change becomes official only after Companies House registers it and issues a new certificate of incorporation showing your updated company name.

What To Update After Changing Your Company Name

After your new company name is registered with Companies House, you will need to update your details with HMRC and any other relevant Government bodies. It is also important to refresh your branding so everything reflects the new name.

Legal Updates

You will need to update your records with:

• HMRC for Corporation Tax, VAT and PAYE purposes
• The business's bank
• Insurance providers that provide cover to the business
• Statutory registers
• Contracts and agreements with suppliers

Branding Updates

Once the company name has been changed, you will need to update your branding too. This includes things like:

• Company website
• Social media
• Email marketing

UK law requires that your company name is clearly displayed on things such as your website, letters, emails, and other official communications.

Timeline & Costs

Changing your company name does not have to be a long or complicated task. In many cases, it can be completed the same day, depending on the service you choose with Companies House.

How Long Does The Change Take?

Companies House offers a same day service if you submit the forms through their online portal. If you do not choose the same day option, the name change is usually confirmed within a few working days. Keep in mind, the same day service is only available for online submissions and not through the postal service.

How Much Does It Cost?

You can find a summary of Companies House fees for changing your company’s name below. 

Common Mistakes

Changing your company name might seem straightforward, but there are some common mistakes business owners often run into.

Using New Name Too Early

You should not start using your new company name until you have received the official certificate of incorporation from Companies House. Launching marketing or branding with the new name before it is official can cause confusion and could end up costing you money unnecessarily.

Failing To Check For Name Restrictions

Choosing a name that is identical or too similar to an existing company or trademark can cause objections and even legal problems. Similarly, using sensitive or restricted words in your new company name can also create issues.

Not Notifying HMRC

When submitting to HMRC it is essential that they have a record of the new company name. Incorrect details will lead to issues when filing your tax returns and could even lead to potential penalties.

Not Updating Statutory Registers

After changing your company name, you need to update your statutory records. This includes updating your company’s internal registers, such as the register of members and directors. Not keeping these records up to date can lead to fines, and do not forget to notify other bodies such as HMRC and your bank.

Looking For More Information?

I hope this article has helped to explain how to change your company name. To learn more about topics relevant to small and micro businesses, please explore our Knowledge Base. If you have additional questions, please do not hesitate to contact us.