Change of company name by paper

There could be a lot of plausible reasons for which you would like to change or re-name your company such as you have entered a new market and an existing name is not going well with the new market or if you have changed your products or logo or anything of that order. As per Companies House record, more than 50,000 companies have changed their name in 2013.

If you wish to rename your company, Companies House gives you the option of doing so in two ways, i.e. either by paper (by post) or online, you can choose either of the options and go ahead. Once you have decided to change the name of your company, the first thing you should do is to check the articles and see the required protocols.

Apart from this, it is advisable to keep few points in mind before you proceed with the process, such as:

Point to remember before changing name of the company

• 1. Trade mark search: This step holds the priority in your to-do list because you need to be sure that the new name has not been registered as a trademark by someone else. Because if you have skipped this process, later it might cost you unforeseen costs and other serious problems like the other business taking legal action against you for using their trademark. While doing your search you need to ensure that you have checked in all the registers and not only in the Companies House register, because chances are there that the trademark is listed somewhere else and not with the registers of the Companies House as the company name. If your search comes out clear, you can go ahead with the selected name for your company.
• 2. Updating your statutory registers: This becomes an important step for you if you are running a limited company and thus it becomes mandatory for you to update the registers timely to avoid any kind of legal actions and painful fines. A non-updated register might cost you a fine up to £5,000.
• 3. Inform HMRC: Once you have updated name of your company, you need to inform the taxman i.e. HMRC (Her Majesty’s Revenue and Customs) regarding the same.
• 4. Change company domain name:Once you have changed the name of your company, it is important to change the domain name in synchronization with the new one. However, while you decide to have a new domain name for your company you can keep the old one because the later ones hold more value with the search engines and your client base is connected to it more than they are going to do with the new one.
• 5. Change company logo: New name of your limited company may or may not go well with the company logo and in case it doesn’t, you need to work on the new logo as well. You cannot miss this step because the company logo is an important part of your business because firstly your customers will identify with you more easily and secondly it creates your own space in the world of competition and sets you apart from competitors.

How to change the name of your company by paper?

Once you have done your homework and decided to change the name of your company by paper, you need to follow the predefined set of instructions in order to do so, i.e.

• 1. Passing a special resolution: As per the Companies Act 2006, you need to pass a special resolution in order to secure the approval of the shareholders for the suggested new name and you can do so either by conducting a general meeting or by a written resolution. For a special resolution to be passed, you need to have a majority of at least 75% in favor of it. However, if you are a private company, you need not arrange a shareholder meeting to approve the new name.
• 2. Provision in the articles of association: This is an alternative approach to the above one and this is applicable in case your company has been incorporated with bespoke articles of association. In this case, you can check the same if it contains any special provisions enabling the directors to change the name of the company without seeking shareholders approval.

Once you have zeroed down on how to go about changing the name of the company, you can go about the same by filling Form NM01. You would need to send the filled form along with a copy of the special resolution, in case applicable. Companies House takes about a week before it approves the new name of your company. Form NM01 is used to inform the Companies House of an unconditional change of name of the company by its members. Form NM01 is not free and has a nominal fee of £10. However, if you want to opt for the same day service, you need to enclose a cheque of £50 with your form.

Once the Companies House accepts your application of name change, it will issue a Certificate of Incorporation on Change of Name, which will confirm the change of name and the date it is effected from. You must keep a Certificate of Incorporation at the registered address of your office. Along with the new certificate, you must retain a copy of your original certificate of incorporation because the new one is not a replacement to the new one, it merely confirms the change of name of your company. Rest of the details such as date of incorporation of your company, registration number or company number, details of shareholders, details of directors, secretary, type of business etc remains the same.

Next step after getting your certificate of incorporation, you must update the same on your business bank account and other finance agreements because in the eye of the law, your company is like an individual and thus its name must match with the name on all contracts and agreements.

Apart from updating your new name in all financial and legal documents, you need to inform your clients, customers and suppliers regarding the new name for an easy business and transactions. New names should be displayed on all office-related stationery, business cards and any references on your website, if applicable.

About the author

Sumit Agarwal
Sumit Agarwal (ACMA ACA India), the Managing partner of dns accountants is a highly respected accountant with expertise in helping owner-managed businesses.