Company Change of Name of a private limited company

A company can call itself by any name it wishes so long as complies with certain rules.
 

The name must:

  • Not already be used by another company
  • Include the word Limited (Ltd) or Public Limited Company (Plc) as appropriate
  • Must not be offensive
  • Must be intended to deceive
  • Must not be criminal

There are also certain specific words that require the approval of the Secretary of State.

In order to change its name a company must pass a special resolution – this means it requires at least 75% of the vote – in a general meeting of the company. The general meeting may be either an extraordinary (EGM) or an annual (AGM) meeting.

At least 21 days notice of an Extraordinary General Meeting has to be given and the notice must specify the intention to pass a special resolution to change the name. The period of notice can be shortened if at least 95% of those shareholders entitled to attend and vote give their consent. If however the meeting at which it is proposed to pass the special resolution is an Annual General Meeting then all of the shareholders have to consent.

Alternatively all members of the company can sign a written resolution. If the written resolution method is used then a copy has to be provided to the companies auditors (if any).

Once the resolution has been passed then a copy of this certified by the company chairman must be sent to Companies House along with a cheque for £10. The address to send it to is:

Companies House
Crown way
Maindy
Cardiff
CF14 3UZ

The certified copy of the resolution has to be submitted to Companies House within 15 days of the resolution being passed. Companies House will issue a 'Certificate of Incorporation of Change of Name'. The change of name takes affect once this is issued.

Dealing with the resolution either at meeting or by written resolution as above will be correct for most companies. It is however important to check the Articles of Association of the Company have not been altered in some unusual way that would require a different procedure to be adopted. Further, if there is a shareholders agreement then this too should be checked to ensure that the terms if it are not being breached.

Our pack contains suggested wording for:

  • Notice of meeting
  • Consent to short notice
  • Minutes of meeting passing the special resolution
  • Written resolution
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The documents available on this site have been prepared for use in England & Wales. They may not be valid if used in other areas.