Shareholder resolutions: change company name

When do I use this document?

• 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.