Change of Company Name and Change of Status
1. Are there any restrictions on the new name a company can choose?
Yes. They are identical to the restrictions applying to a new company seeking registration as described in Choosing a Company Name. If you choose an unacceptable name, we will not register it.
Subject to the restrictions set out in this guidance, ‘too like’ but not ‘same as’ names will be accepted for registration. However, if, following registration, the similarity results in an objection because the name is ‘too like’ a name registered at an earlier date, the Secretary of State may direct your company to change its name. For information on the Secretary of State’s powers, see Directions to Change a Company Name.
2. What is a change of name?
A change of name occurs when a company decides to adopt a name which is different to its current registered name. For example, a company changing its name from J Smith Limited to John Smith Limited.
A change of name does not occur when a company decides to change its status, such as from a public company to a private limited company. For example, J Smith Limited to J Smith PLC. This type of change is called re-registration and should not be confused with a standard change of name.
Nor is it a change of name if a company carries on business under a name that is not its registered name. However, the company must include its registered name on documents, websites and signs at its premises (see Disclosure of Company Name and Specified Other Information).
More information on a change of company status can be found in our Company Formation Guidance
The company must pass a special resolution in a meeting, or the members (representing not less than 75% of the total voting rights of eligible shares) may agree to change the name by written resolution. Further information about resolutions can be found in our “Resolutions” guidance
A signed copy of the resolution containing the new name should be sent to the Registrar, together with the fee.
You must enclose a copy of the amended memorandum and articles with the change of name resolution. If the new name and documents are acceptable, Companies House will process the resolution and issue a Certificate of Incorporation on Change of Name. Please note a company’s name is not changed until Companies House has issued the certificate.
A company may also file a conditional resolution stating that the company will change its name if certain conditions are satisfied. Companies House will register the conditional resolution but will not change the company name and issue a certificate until we receive written confirmation that the condition has been satisfied.
4. How long does this take?
If all the documents are correct, Companies House will normally process the change of name within five working days from receipt.
You can also take advantage of Companies House ‘Same Day’ service. If they receive the resolution before 3pm (Monday-Friday) and they accept the name and documents, they will issue a change of name certificate on that day. The service is available from any office of Companies House although they are currently unable to provide this service for community interest companies.
If you send your ‘Same Day’ documents by post or courier please ensure you mark the outside of the envelope clearly with ‘Same Day Change of Name’ and ‘for the attention of New Companies’.
5. Can a change of name and company status be registered together?
Yes. You can combine a resolution for change of name and change of status, for example, resolving to change the name from ABC Limited to XYZ PLC
A company can also change from a PLC to a private limited company but this is only possible if the necessary majority of the company members have agreed to the change. Further information about re-registration can be found in our Company Formation Guidance
All the documentation necessary for a change of name and change of company status must be filed at the same time along with the change of name fee and change of status. For more information contact us to see how Davenports can help.
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