Changing My Company Name in England and Wales

There are many reasons why you might want to change your company name. Perhaps you chose a name for your company when you first incorporated it, but it is no longer the best fit. Maybe you changed the scope of your business, and your current name does not reflect it. This article will walk you through the important steps for changing your company name. 

Preparing to Change Your Company’s Name

Choosing a New Name

There is nothing preventing you from changing your company’s name multiple times. But from a commercial perspective, it may impact your branding. For instance, you may lose your name recognition. Therefore, you should think carefully about your new name. 

Search the Index on Companies House

Companies House is the public body that regulates companies and other incorporated business structures. They run a helpful tool that lets you search all the other registered company names. 

It will not allow you to choose a name already in use by another company. 

Avoiding Intellectual Property Infringement 

You may wish to conduct a thorough internet search to ensure that the name you have in mind does not run afoul of any other business or person’s intellectual property rights (IPR). 

IPRs can exist independently of the list of names in Companies House. Therefore, before you start trading under your new name, you should ensure you do not risk breaching any intellectual property laws, even if it is by accident. 

Avoiding Unlawful Names 

There are certain words, phrases, and symbols you cannot use in your company name. In some cases, you can seek approval from the Secretary of State. In other cases, they are not permitted at all. 

These include:

• offensive or vulgar words;
• words or phrases suggestive of certain unlawful or illegal terrorist groups; 
• words that suggest some affiliation with a public authority, like a local council or cabinet office. These can include words like:
  • council;
  • foundation;
  • trust; and 
  • society.
• words or phrases that suggest your company operates in a restricted industry, such as:
  • banking;
  • insurance; 
  • medicine; and
  • dentistry.
• words or abbreviations that obscure the fact you are trading as a private limited company, such as “limited partnership”. 

Passing a Special Resolution 

Preparing and Hosting a Board Meeting

You will need to review your company’s articles of association and follow the procedure for calling a board meeting. This may mean you have to physically meet with a quorum of directors, or you may be able to hold the meeting electronically. 

Pass the Special Resolution 

Once the directors have prepared the special resolution, they must submit it to the shareholders. You generally need approval by a margin of 75% or more. 

Again, depending on your articles of association, you may have to convene an actual meeting, or you may be able to pass it via written resolution. If the resolution passes, you will have to complete certain administrative formalities.

File the Resolution with Companies House 

By law, the directors of your company must file a copy of the resolution with Companies House, using one of the following forms:

• Form NM01; 
• Form NM02; or
• Form NM03. 

You must file this form along with the copy of the resolution within 15 days after its passing. 

There is a £10 fee to change your company’s name. For £50, you can change your company’s name on the same day. 

Issuance of Incorporation on Change of Name

Provided you have followed the appropriate steps, Companies House will issue you with a Certificate of Incorporation on Change of Name. This legal document certifies that your company is now registered under the new name. 

Practical Considerations 

You will also want to consider changing or amending any of the following to reflect the fact you changed your company’s name:

• the company’s seal (if it has one); 
• any letterhead, stationery, cheques, payroll documents, or any other official documents; 
• any intellectual property or branding material such as a logo; 
• your company’s website, domain name, and any affiliated email addresses; and 
• any shop or office signs. 

Key Takeaways 

Changing your company name is a fairly straightforward process. The exact procedure will vary depending on your company’s constitution. Still, you will need to ensure that you can use the new name in most cases. This means ensuring that no other company uses the name or something sufficiently similar. You should also be mindful of any potential intellectual property infringement that might arise if you use a name that another business or person can claim as their own intellectual property. Likewise, certain names are unlawful, such as company names containing vulgar or offensive language. Provided this is all resolved, you will then need to follow the rules set out in your company’s constitution and file the appropriate forms with Companies House. 

If you need help changing your company name, our experienced corporate lawyers can assist as part of our LegalVision membership. For a low monthly fee, you will have unlimited access to lawyers to answer your questions and draft and review your documents. Call us today on 0808 196 8584 or visit our membership page.

Frequently Asked Questions