Changing a company’s name

A company changes its name either by special resolution of its members, filed with Companies House on form NM01, or by any other method its articles provide, filed on form NM04. The new name only takes effect when Companies House issues an altered certificate of incorporation, and the change does not affect the company’s contracts, debts or legal proceedings because it is still the same company.

Who decides to change the name, and what resolution is needed?

Section 77(1) of the Companies Act 2006 gives two voluntary routes:

• Special resolution (section 78). This needs a majority of not less than 75% under section 283. On a written resolution of a private company that means members holding at least 75% of the total voting rights of eligible members, and the resolution must state that it is proposed as a special resolution. At a meeting, the notice must set out the text and say it is a special resolution.
• Other means in the articles (section 79). Bespoke articles can, for example, let the board change the name by directors’ resolution. The model articles for private companies contain no such power, so most small companies use a special resolution. The paperwork is usually handled by the directors or the company secretary.

A name can also be changed compulsorily: by directors’ resolution to comply with a direction under section 64, by a company names adjudicator or the court after an objection, or on restoration to the register under section 1033 (section 77(2)).

A special resolution is a resolution affecting the company’s constitution, so section 30 requires a copy to be forwarded to Companies House within 15 days after it is passed. Failing to do so is an offence by the company and every officer in default. The resolution should also go into the company’s minute book, which must be kept for at least ten years; see how long companies must keep records.

How is the change filed with Companies House?

Route	Form	Fee (Companies House, current)
Special resolution, filed online	NM01 via the online service	£20, or £85 for the same day service
Special resolution, filed on paper	NM01 with a copy of the resolution	£30
Method set out in the articles	NM04 (paper)	£30
Conditional special resolution	NM02, then NM03 once the condition is met	See the forms

Companies House’s online service only accepts changes made by special resolution. For the articles route, section 79 requires the notice to be accompanied by a statement that the change has been made by means provided for in the articles, and the registrar may rely on that statement.

Where a special resolution is conditional on an event, for example completion of a sale of the business, section 78(2) and (3) require the notice to say so and state whether the event has happened. If it has not, Companies House does not act until the company gives a further notice that it has.

If the new name contains a sensitive word that requires a specified body to be consulted, section 56(4) requires the notice of change to include a statement by a director or secretary that the request was made, with a copy of any response. The rules on which names need approval are covered in company name rules and sensitive words.

When does the new name take effect?

Under section 80, Companies House must be satisfied that the new name complies with the naming rules and that the requirements of the Companies Acts and the articles have been met. It then enters the new name on the register and issues a certificate of incorporation altered to show it. Section 81(1) provides that the change has effect from the date that altered certificate is issued, and GOV.UK confirms that the name does not officially change until Companies House registers it.

This date drives the practical timetable. Signs, invoices and contracts should switch to the new name from the certificate date, not from the date of the board meeting or the resolution.

What happens to existing contracts, bank accounts and legal claims?

Nothing changes legally. Section 81(2) states that a change of name does not affect any rights or obligations of the company or make defective any legal proceedings by or against it, and section 81(3) allows proceedings that could have been brought or continued against the company under its former name to be brought or continued under the new one. The company is the same legal person; only its label has changed.

So there is no need to novate customer contracts, reissue loan agreements or transfer assets. In practice, banks, landlords, insurers and key customers will want a copy of the altered certificate to update their records, and leases and finance documents sometimes require notice of a change of name.

What must change on stationery, the website and premises?

The trading disclosure rules apply to the registered name, so they bite as soon as the new name is registered. Under the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015:

• regulation 21 requires the registered name to be displayed at the registered office and any inspection place, and regulation 22 at other business locations, subject to exceptions;
• regulation 24 requires the registered name on business letters, notices, order forms, invoices and other demands for payment, receipts and all other business correspondence, and on websites;
• regulation 25 requires business letters, order forms and websites to show the part of the UK where the company is registered, its registered number and its registered office address.

Failure without reasonable excuse is an offence by the company and every officer in default under regulation 28. There is also a civil sanction: under section 83, if the company sues on a contract made while it was in breach, the claim can be dismissed if the defendant shows the breach prevented them pursuing a claim or caused them financial loss, unless the court considers it just and equitable to let the claim continue. Email footers, pro forma invoices and the website footer are the places most often forgotten.

Who else needs to be told?

GOV.UK states that a business must tell HMRC if its business name changes, and that this should be updated for every tax the company is registered for, including Corporation Tax, PAYE for employers and VAT, where changes must be notified within 30 days. CIS contractors and subcontractors must tell HMRC separately. GOV.UK also notes that changes to Corporation Tax details should be reported to Companies House before HMRC.

Outside the tax system, the usual list is the bank, insurers, the company’s accountant, regulators and professional bodies, domain and trade mark registrations, suppliers and customers.

Are there restrictions on which new name can be chosen?

The new name must meet all the same rules as a name on incorporation, including the same as test and the sensitive words regime. Two further restrictions catch people out:

• Under section 57B, a company that changed its name following a direction or adjudicator’s order cannot later be registered by the original name or a similar one without the Secretary of State’s approval.
• Under section 216 of the Insolvency Act 1986, a person who was a director of a company in the 12 months before it went into insolvent liquidation cannot, for five years, be a director of or involved with another company using the liquidated company’s name or a similar name, without the court’s leave or a prescribed exception. Breach is a criminal offence, and section 217 can make the person personally liable for the new company’s debts.

How does a change of name run in practice?

Illustration only. Hartley Joinery Ltd, a private company with two shareholders holding 60% and 40%, wants to rebrand as Hartley Interiors Ltd.

1. The directors check that the name is free and contains no sensitive words, then circulate a written special resolution. Both shareholders sign, so the 75% threshold is met.
2. That afternoon the company files NM01 online with the £20 fee, attaching the resolution, which also satisfies section 30.
3. Companies House registers the name and issues an altered certificate. That certificate date is the date of change.
4. From that date the company updates its signage, invoice templates, email footer and website, and tells HMRC for Corporation Tax, PAYE and VAT, keeping within the 30 day VAT window.
5. Existing customer contracts continue unchanged under section 81(2).

What are the common mistakes?

• Using the new name before Companies House has registered it.
• Passing an ordinary resolution, or a written resolution that does not say it is a special resolution.
• Updating the trading name but leaving the old registered name on invoices and the website.
• Forgetting to notify HMRC for VAT within 30 days.
• Assuming that an old name from a failed company can be reused by its former directors.

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Related Accountapedia entries

• Amending articles of association: the procedure
• Trading disclosures on invoices, emails and websites
• Buying a ready made shelf company
• Which resolutions must be filed at Companies House
• Changing a registered office: when it takes effect
• Choosing and changing SIC codes
• Tax on selling a website or domain name

Sources

• legislation.gov.uk: Act 2006 c. 46, section 77
• legislation.gov.uk: Act 2006 c. 46, section 78
• legislation.gov.uk: Act 2006 c. 46, section 79
• legislation.gov.uk: Act 2006 c. 46, section 283
• legislation.gov.uk: SI 2008/3229, schedule 1
• legislation.gov.uk: Act 2006 c. 46, section 30
• GOV.UK: Change a company name nm01
• GOV.UK: Companies house fees
• GOV.UK: Notify a change of name by means provided for in the articles nm04
• GOV.UK: Give notice of a conditional change of name nm02

Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 8 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.