Last Updated on November 30, 2024 by admin
Can I Change My Limited Company Name?
Changing the registered name of your limited company due to rebranding or an acquisition is very much possible. A company name is not just a string of letters, but an integral part of your brand identity, and if the current name doesn’t align with your brand strategy you can apply to change it.
However, there are several considerations and potential risks to look out for when changing your company name. In this article, we will explore the general checks and processes to follow when changing your limited company name.
Why do companies change names?
Companies may change their trading or the registered name due to various reasons such as;
- Rebranding.
- Venturing into other services/products.
- Purchase of a ready-made company.
- Company mergers and acquisitions.
- Error at the time of incorporation.
- Geographical limitations. Like a company with a location-specific name.
- Some companies may prefer ‘Limited’ as their company ending rather than the abbreviation i.e. ‘Ltd’.
- If a company’s name becomes outdated.
- If a company’s existing name has negative associations
How can a UK limited company change its name?
A limited company can change its name either by:
- Passing a special resolution
- Other means provided for by the company’s articles
Passing a special resolution:
When a company wants to change its name, it must pass a special resolution that requires more than a simple majority of the company’s shareholders to approve it. Steps involved in changing a limited company name through a special resolution include:
Hold a meeting:
As specified in the article of association, arrange a meeting with the company’s director or members representing 5% of the company’s shares or have voting rights. The members and directors need to have been issued with at least 14 days’ notice of the meeting.
If using the written resolution procedure, a copy of a written proposal of the special resolution must be circulated to all eligible members of the company. The notice must be compliant with the Companies Act 2006 requirements, such as its content and format, and the notice period of the meeting.
Pass the special resolution:
During the meeting, propose the resolution to change the company name. The resolution must be approved by a majority vote (at least 75%) and signed by all directors. The decision should be documented in the minutes of the meeting and the notification sent to all members.
Submit the necessary form to Companies House:
A certified copy of the special resolution and form NM01 must be sent to Companies House either online or by post within 15 days of the resolution. BusinAssist can provide you with all the necessary guidance, do the paperwork for you, and submit it to Companies House. Once the application is accepted, we will provide you with your name change certificate as well.
Changing the UK limited company name by other means provided for by the company’s articles
When a UK limited company wishes to change its name through means provided for in the company’s articles, such as by the board of directors’ decision, these are the steps to follow.
- Arrange a meeting with the company’s directors or members, as specified in the articles of association
- Propose the resolution to change the company name during the meeting. The resolution must be approved by a majority vote of at least 75% unless a provision in the article demands unanimous or a specific number of votes.
- Once completed, a certified copy of the special resolution and form NM04 must be sent to Companies House by mail within 15 days of the resolution.
What are the rules for choosing a new company name?
In other aspects of UK limited company formation, there are certain rules and regulations set by the Companies House when it comes to choosing a name. If you choose a name that does not meet these requirements, you will not be able to use it.
- Your company name must be unique and not similar to other companies’ names. It is important to check if the name you have chosen for your company is available at the Companies House name availability checker.
- Avoid using insensitive words or expressions which may result in legal consequences. Examples include:
- Words suggesting business pre-eminence, specific status, or functions (e.g., ‘British,’ ‘Institute,’ or ‘Tribunal’).
- Implying a connection with the UK government, devolved administrations, or specified public authorities.
- Using words representing regulated activities.
- Including words that could be an offense.
- Your company name must end with either ‘limited’ or ‘Ltd’ unless your company is a registered charity. Additionally, you don’t have to use limited in your company name if articles of your association say your company
- Cannot pay its shareholders through dividends
- Promotes or regulates commerce, education, science, art, and religion
- Requires each shareholder to contribute to company assets within a year of them stopping being a shareholder.
- The new name must not be the ‘same as’ another company’s name. ‘Same as’ name means the difference is by certain pronunciation, special characters e.g. underscore sign, and a word that is similar to another from the existing name.
How long does the company name change process take?
It takes 2 -3 working days for Companies House to process the application. BusinAssist will submit your application within 2-3 working days once all required information is received.
Things to consider when changing company name
- One does not get a new certificate of incorporation instead you receive a certificate of incorporation of name.
- The old name remains on the Companies House register under the ‘previous company name’ field.
- Company number and VAT registration number stay as they are.
Post UK limited company name change formalities
After you have changed your UK limited company name, you must remember to display;
- On the company domain name and website
- On letterheads, business cards, flyers, notices, and other official publications
- On your license applications
- On invoices, letters of credit, receipts, and other demands for payments
- On your cheques
- At your registered office
- On orders of money, goods, or services
You should also remember to update your statutory registers also known as corporate compliance documents. According to Companies Act 2006 requirements, alteration to articles requires compliance with specific procedures and the Registrar must be notified of any changes. If you fail to fill in the correct details of your company, you will have to pay a hefty fine of up to £5,000.
Additionally, you should also let your customers know to avoid confusion and the risk of losing them. Also, notify your business partners so that they can update their records.
It is possible to change your UK limited company name. All the paperwork needed to change your limited company name can be time-consuming and stressful. That’s why companies reach out BusinAssist to make the process easier. We can help you prepare and submit the special resolution to Companies House and change your company name very quickly and at an affordable price.
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