Who has to agree
Section 77 gives two everyday routes: a special resolution, or “other means provided for by the company’s articles”6.
- Special resolution. Shareholders holding at least 75% of the votes agree. That can be at a meeting, or in writing without a meeting, as long as all shareholders are told of the decision5.
- A method in the articles. Some articles let the directors change the name, for example. This is less common, and it is filed on a different paper form (NM04)1.
Majorities are counted by voting shares, not by the number of shareholders5. A sole shareholder can pass a special resolution by signing it.
Choosing a name that passes
The new name has to meet the same rules as a new company’s1,4:
| Rule | What it means |
|---|---|
| Ending | Usually “Limited” or “Ltd”, or “Cyfyngedig” or “Cyf” for a company registered in Wales4 |
| Not the same | It can’t be the same as another registered company’s name4 |
| Not too like | If it’s too similar to an existing name and someone complains, you may have to change it4 |
| Sensitive words | Some words and expressions need permission first4 |
| Not offensive | Offensive names are refused4 |
Check the name against Companies House’s register before the shareholders vote, so the resolution names something you can actually register. A trade mark search is worth doing too: being on the register doesn’t stop someone else’s trade mark claim.
Check your company’s dates and set a reminder
Search the Companies House register. Your company page shows its filing dates, what to file next and a reminder you can set.
Filing it, and what it costs
Online filing is for changes made by special resolution only2. Companies House charges £20 to file online, or £85 for the same-day service; on paper, form NM01 costs £30 and must have a copy of the resolution attached3,1. A copy of a special resolution must reach Companies House within 15 days of it being passed7, so file the name change straight after the vote.
When the new name counts
The change takes effect on the date the new certificate of incorporation is issued8, so don’t relaunch under the new name before then. It doesn’t affect “any rights or obligations of the company”, and any legal proceedings can carry on under the new name8. The company number never changes.
Once it is registered, update your bank, HMRC, signs, invoices, letterheads, email footers and website. HMRC wants to know when the business name changes5.
Filing the change
Fileyear’s company name change checks the new name is available, drafts the special resolution for your shareholders to sign, and files form NM01 with Companies House’s fee included in the price.