company formation

company formation

The name of the company can be changed any time post incorporation. The process typically takes a few hours depending on Companies House time for approval. The directors can give their votes to change the name without needing members’ approval (only valid in cases where directors are given this power in the article of association). And the guarantors or shareholders can file the correct notice and pass a Special Resolution to change the company’s name.

First of all, you will have to check the article to find out which protocol applies to your particular situation.

After choosing a new name, an application must be sent to Companies House for approval. If any sensitive expressions or words are contained in the name, you will have to offer supporting documents.

Even if the reason behind changing the name is to change some symbol, correct punctuation mark or spelling mistake, you will still have to follow the official name-changing process.

Change of company name by members

In case of changing the name by a Special Resolution, 75% of member’s votes are necessary. You can pass a resolution during a general meeting; however, it is not mandatory always. If you want, you can alternatively go for a written resolution also.

After voting process you will count the number of voting shares and not the number of shareholders who voted for the company name change. The reason behind this is that many shareholders have multiple shares. Therefore, one shareholder may carry multiple votes. At the same time, some shares are non-voting as well.

In case of passing a resolution, a written confirmation regarding the decision must be provided by the director of the company to every member. It is mandatory to deliver the resolution to the Companies House within fifteen days of passing along with Form NM01.

Change of company name by directors

In case there is a note in the article of association that directors have a right to change the company name without consulting with the shareholders first, then they must complete a form NM04 and submit it to Companies House along with the applicable fee. This form can be filed via post as well as online through WebFiling.

How long before new company name can be used?

You cannot use the new company name until after it has been approved by the Companies House. You will be informed as soon as it’s approved and will be provided the ‘Certificate of Incorporation on Change of Name’ confirming the same. Once you have received this certificate, you can use the new name.

What is the Certificate of Incorporation on Change of Name?

A Certificate of Incorporation on Change of Name is issued by the Companies House confirming that the new name has been approved and the date from which it will be effective. Keep this certificate at the SAIL address or at the registered office for the purpose of inspection. The original details of the company formation such as the registration number, date of incorporation, etc. will remain unchanged. This is why it’s important to keep the original incorporation certification with you. The new certificate only testifies the change that has been made; it’s not a replacement of the old one.

Changing the name of the company on bank account of the business

Changing the company name requires updating the bank accounts and other financial agreements. The law considers a business as an individual, which is why all the agreements and contracts should have matching name in the public records and also registered with the Companies House.

To update the information on your business bank account, please obtain the relevant forms from the bank and provide them with the copy of the “Certificate of Incorporation on Change of Name”. In some cases it can be done online. However, it’s advised to get in touch with the bank so you can follow the right procedure that your bank requires for companies name change.

Updating company signage and stationary

After the new name has been approved by Companies House, you can still continue to use the old name on places like the signage, stationery and website, for the next fourteen days. However, after this you will need to update/replace all the materials bearing old business name with the new one.

Additional requirements:

  • Update your information with HMRC
  • Notify members, creditors, debtors, clients, suppliers etc
  • Register for a new domain
  • Update all the registers and statutory records
  • Change all the audio/video ads using the new company name.

You don’t have to update the memorandum and article of association. You can use the original documents in their old format.