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The Life of a Company

Change of Company Name

S77 of the Companies Act provides that a company may change its name either by special resolution or by any provision laid down in the company’s articles. The company’s articles may provide for a simpler method whereby the name may be changed e.g. by ordinary resolution, or may place more onerous requirements on the company e.g. by unanimous decisions of the directors or shareholders.

Neither the Model Articles nor the 1985 Act make specific provision for a change in company name. It is likely therefore, that in the absence of any default provision, that companies will require to change their names by special resolution.

Notice of any name change must be provided to the Registrar of Companies. The method by which they should be notified depends upon the procedure used to invoke the name change. If special resolution is used, notice of the change of name by way of a completed NM01 form and a copy of the resolution must be sent to the Registrar under s78 Companies Act 2006. If the name is changed as a result of a method deployed in the articles, the company must provide notice to that effect to the Registrar as well as by way of a completed NM04 form. A fee of £10 is payable in either instance.

Where the Registrar finds the name change to be acceptable, a certificate of incorporation on change of name will be issued according to s80 Companies Act 2006. The change of name becomes effective upon the issuing of the certificate, and not at the time the decision is made.

The new company name must be used on the company’s notepaper and other documentation in accordance with normal disclosure requirements.

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