How to change your company name by special resolution

What is a change of name?

A change of name occurs when a company decides to adopt a name which is different to its current registered name. For example, a company changing its name from J Smith Limited to John Smith Limited.

A change of name does not occur when a company decides to change its status, such as from a public company to a private limited company. For example, J Smith Limited to J Smith PLC. This type of change is called re-registration and should not be confused with a standard change of name.

Nor is it a change of name if a company carries on business under a name that is not its registered name. However, the company must include its registered name on documents, websites and signs at its premises.

How do I change my company’s name?

• Your company must pass a special resolution at a general meeting; or
• All the members must sign a written resolution that the name of the company be changed to the new name;
• A signed copy of the resolution(s) should then be sent to Companies House, together with the fee (currently £10).

A copy of the amended memorandum and articles must also be sent in at the same time as the change of name resolution(s).

And in more detail...

The company must pass a special resolution in a meeting, or the members (representing not less than 75% of the total voting rights of eligible shares) may agree to change the name by written resolution.

A signed copy of the resolution containing the new name should be sent to the Registrar, together with the fee (currently £10)

You must enclose a copy of the amended memorandum and articles with the change of name resolution. If the new name and documents are acceptable, Companies House will process the resolution and issue a Certificate of Incorporation on Change of Name. A company’s name is not changed until Companies House has issued the certificate.

A company may also file a conditional resolution stating that the company will change its name if certain conditions are satisfied. Companies House will register the conditional resolution but will not change company name and issue a certificate until we receive written confirmation that the condition has been satisfied.

How long does this take?

If all the documents are correct, Companies House will normally process the change of name within five working days from receipt.

Can a change of name and company status be registered together?

Yes. You can combine a resolution for change of name and change of status, for example, resolving to change the name from ABC Limited to XYZ PLC

A company can also change company name from a PLC to a private limited company but this is only possible if the necessary majority of the company members have agreed to the change.

All the documentation necessary for a change of name and change of company status must be filed at the same time along with the change of name fee (£10) and change of status (£20). The combined fee for a ‘Same Day’ application is £100.

Could Companies House reject my choice of name?

Yes, if the name:

• Is 'the same as' a name already on the index;
• Includes the words 'limited', 'unlimited', 'public limited company' or ‘community interest company’ anywhere except at the end of the name. This applies equally to abbreviations or the Welsh equivalent of the words;
• Ends with ‘common hold association limited’ or the Welsh equivalent (unless the company is a common hold association);
• Ends with ‘community interest company’, ‘community interest public limited company’ (or abbreviations or Welsh equivalents) unless the company is a community interest company;
• Ends with Right to Manage or RTM company limited or the welsh equivalent unless the company is an RTM company;
• Ends with LLP (unless it is an LLP) ;
• Is offensive;
• Is one the use of which would be a criminal offence; or
• Includes any of the following (unless it is one of these company types), anywhere, in the company name:
• Investment company with variable capital’ (or its Welsh equivalent);
• Open-ended investment company’ (or its Welsh equivalent);
• Limited liability partnership’ (or its Welsh equivalent);
• The abbreviation ‘SE’ (or the abbreviation SE bracketed or with other punctuation marks before or after the abbreviation). For more information, see our European Company: Societies European (SE) guidance at www.companieshouse.gov.uk

In addition, some names need the approval of the Secretary of State before they can be registered.

These include names which contain words prescribed by regulations and names which suggest a connection with Her Majesty’s Government, or local government.

Is there a specific form or format for a special or written resolution?

Yes, you need the correct forms for the application to be accepted. You can download the forms from the Net Lawman website – links are on the right of this page.

Click to Buy : Memorandum of Association