Procedure to change company name with Companies House is slightly different for each company. Normally, It is dependent on your company’s circumstances.
Generally, a limited company registered with Companies House in the United Kingdom is allowed to change their company name. Commonly, people change its company name because existing company name was not appropriate given the new business activities to undertake.
And keeping the existing company’s trading history and the length of years established provides an advantage to the business compared to the newly set up limited company. That’s why, many people just starting a business seek to buy a ready made company. Later, change the company name to suit their business brand.
Let’s look at each procedure to change your company name below.
- Special resolution
- special resolution conditional upon some event
- By means provided for by the company’s articles
- By resolution of directors
- The Company Names Tribunal or the High Court
Certificate of incorporation on change of name
First of all, your company name is officially changed to your new desired name after Companies House issued the certificate of incorporation on change of name to your company.
In order for that to happen, you must send the correct Companies House forms, the resolutions or court orders together with the statutory fee payable to Companies House.
Procedure for change company name by special resolution
The first method, your company may change its names by passing a special resolution in a general meeting. Or pass a written resolution if 75% of the shareholders’ agreement is achieved.
To make your company name change official, your company must send the notice of change of name which is the form NM01, Together with the appropriate statutory fee and a copy of the resolution to Companies House.
Procedure to company name by special resolution conditional upon some event
The second method, your company can change its name upon satisfaction of a condition. This procedure is slightly different from that of the unconditional company name change.
In this case, you must use the Companies House form NM02. Accordingly, your company must indicate on the form whether the condition has been satisfied. The form must be sent to Companies House together with the special or written resolution. You do not pay the statutory fee if the condition has not yet been met.
Subsequently, your company must send the Companies House form NM03 when the condition has been satisfied. You must also send in the copy of the resolution accompanied by the statutory fee.
Companies House issues certificate for a company name change when they receive all the important documents and forms and the correct statutory fee.
Procedure for change of name by means provided for by the company’s articles
The third way to change your company name is when there is a provision in your company’s articles of association allowed you to do so.
If no such provision found in your company’s articles of association, then you must amend your articles to include such provision. Thereafter, you apply to change your company name using this method.
In this case, you must complete the Companies House form NM04 and send to Companies House together with the statutory fee.
Procedure for change of name by resolution of directors
The fourth way to change your company name is by resolution of directors. Where your company is legally required by the Secretary of State to reinstate ‘limited’ or ‘cyfyngedig’ in your company name because your company is no longer exempted. In this case, you must complete the form NM05 and deliver the notice of change of name by resolution of directors. No statutory fee is payable in this circumstance.
In a situation where your company is restored to the register under the same registration number and your company name where it previously had is no longer available. In this case, your company must change its name within 14 days. You must send the form NM05 plus the appropriate statutory fee to Companies House.
Procedure for change of name by the Company Names Tribunal or the High Court
Lastly, If your company would like to complain about opportunistic registration. Where a company has a name which is the same as a name associated with your company in which you have goodwill or is so similar that it would likely to mislead by suggesting a connection between your company and the other company. In such a situation, you may complain to the Company Names Tribunal at the UK Intellectual Property Office (www.ipo.gov.uk/cna). The tribunal is also known as the Adjudicator.
Alternatively, you may bring your case to the High Court. Either way, you must have strong evidence to support your claim. You may need to hire barristers to represent you in court.
How long does it take to register a change of name?
You may apply for company name change using Companies House’s standard name change service. It will take 5 working days upon receiving all required documents and forms from you.
Companies House also offers same-day company change of name service. In this case, you will get your company name changed within one business day. However, there is a cut off time for the same day service. You must make your order before 2 pm in order for Companies House to process your application on the same day.
Can I register a change of name and re-registration of my company at the same time?
Yes, you can combine the application for change of name and re-registration of your company. For example, changing your company names from BEST IN TOWN LIMITED to WORLD BEST SPEAKERS PLC. For the re-registration from a private limited company to a public limited company, you must complete the form RR01.
Seek accountants help if you would like to change your company and would like to know how to go about it. Remember to submit your confirmation statement and company account with Companies House on time.
