How does a company change its name?

A private limited company’s name must end with “limited” or “ltd” or (in the case of a Welsh company) the Welsh equivalents “cyfyngedig” and “cyf”. There is an exception for charities. A company may change its name by special resolution of shareholders. It is also possible for the Articles of Association to contain an alternative procedure for a change of company name.

When does a company change of name take effect?

The special resolution must be filed at Companies House, together with Companies House Form NM01. A fee is also payable. On the basis that the new name is compliant with the Companies Act requirements, the Registrar enters the new name on the register and issues a certificate of incorporation on change of name. The change of name takes effect from the date on which the new certificate of incorporation is issued.

Shareholder resolutions: change company name

Name: Shareholder resolutions: change company name - PaperRock Documents
SKU: RES006.001
Price: 15.00 GBP
Availability: InStock

Shareholder resolution to approve a change to the company’s name, in the form of a written shareholder resolution.

to approve a change to the company’s name
when the resolution is proposed as a written shareholder resolution
if the resolution is to be approved at a general meeting, in conjunction with our template general meeting notice Shareholder meeting notice

What are the key features?

special resolution to be passed as a written resolution

What else do I need to know?

A private limited company’s name must end with “Limited” or “Ltd” or (in the case of a Welsh company) the Welsh equivalents “Cyfyngedig” and “Cyf”. There is an exception for charities.

Under the Companies Act 2006, a company can change its name by special resolution of shareholders. Alternatively, the Articles of Association may include an alternative procedure for changing the company name, which could include approval by the board of directors instead of requiring shareholder approval.

Before changing the company name, it is important to check that the new name is not the same as, or would be considered to be the same as, another registered company. There are also restrictions on company names, including:

a prohibition on offensive names
names suggesting a connection with government, local or public authorities
requirement for approval for certain sensitive words or expressions

The special resolution for the name change must be filed at Companies House, together with Companies House Form NM01, and a fee is payable. Provided that the new name complies with the Companies Act requirements, the Registrar will enter the new name on the register and issues a certificate of incorporation on change of name. The name change takes effect from the date on which the new certificate of incorporation is issued.

Note that the change of name does not affect any rights or obligations of the company.

Description

When do I use this document?

if a shareholder has lost its original share certificate or it has been destroyed
if applicable, alongside a transfer of the shares covered by the lost or destroyed original certificate

What are the key features?

different forms of indemnity, depending on whether the shareholder is also transferring shares
alternative forms of indemnity, depending on whether the shareholder is an individual or a company

What else do I need to know?

What is a share certificate?

A share certificate is a document evidencing ownership of shares in a company. By law, shareholders are entitled to receive this certificate when they acquire shares, either through allotment or transfer.

What happens if a share certificate is lost or destroyed?

If a shareholder loses or destroys their certificate, they can ask the company for a replacement. To safeguard itself, the company will usually require a lost share certificate indemnity. This is a legal undertaking under which the shareholder agrees to cover any losses the company might face by issuing the replacement.

What risks does the indemnity protect against?

The indemnity protects the company from risks such as:

Duplicate Claims: If the original certificate reappears, someone else might claim ownership, causing disputes or financial loss.
Fraudulent Claims: A person could falsely claim to have lost the certificate and misuse the replacement, for example, by attempting to sell the shares unlawfully.
Administrative Errors: Mistakes in issuing a replacement or registering a transfer without the original certificate could lead to legal administrative errors.
Legal Liability: If a replacement certificate or transfer is improperly handled, the company might be held responsible for resulting losses.

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

£15.00 exc VAT

Updated by a lawyer on 04/11/2025

Updated By a lawyer on 11/15/2022

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Shareholder resolutions: change company name