NM05 Form UK: Change Company Name by Resolution
We're not a law firm — we help you find the right legal support. For advice on your situation, speak to a legal adviser or find a solicitor.
Part ofCompanies House Forms UK
Most company name changes in the UK are approved by shareholders through a special resolution, but the Companies Act 2006 also allows directors to change the name themselves if the articles of association give them that power. When directors use that route, the change must be notified to Companies House on form NM05 within 15 days of the resolution being passed.
The form is short, but the substance behind it matters: the articles have to actually permit the change, the resolution has to be valid, and the new name has to comply with the rules on sensitive words and protected terms. This page walks through how NM05 works, what the directors need to check before filing, and the practical steps involved in getting the new name on the public register.
What this document is
NM05 is the Companies House form used when a company's name is changed by a resolution of the directors, rather than by a resolution of the members. This is only possible where the articles of association contain a specific provision allowing the directors to make the change.
Without that authority in the articles, the directors cannot use this route and the change must be approved by the shareholders instead, usually by special resolution filed on form NM01. The form itself records the company number, the existing name, the new name, the date of the directors' resolution, and a signature from a person authorised to file on the company's behalf.
It is not the mechanism that actually changes the name – the resolution does that – but it is how Companies House is informed so the register can be updated and a new certificate of incorporation on change of name can be issued. The new name takes effect from the date shown on that certificate, not from the date of the resolution.
How to use this document
- Check the articles of association. Before anything else, read the current articles carefully to confirm they give the directors power to change the company name by resolution. This power is not in the model articles as standard, so many companies will not have it. If the articles are silent, the directors cannot use NM05 and will need to run a shareholder resolution instead. 2. Choose and check the new name. Search the Companies House register to make sure the proposed name is available and not 'same as' an existing name. Check that it does not include sensitive words, protected terms, or expressions suggesting a connection with government or public bodies without the required approvals. Trade mark searches are also sensible at this stage. 3. Pass the directors' resolution. Hold a board meeting (or take a written resolution in line with the articles) and formally resolve to change the company name to the new chosen name. Record the resolution properly in the board minutes, including the date, who was present, and the precise wording of the new name. This minute is the legal act that authorises the change. 4. Complete and file form NM05. Fill in the form with the company number, existing name, new name, and date of the resolution. It can be filed on paper by post or through the Companies House online service, which is usually faster. A filing fee applies, and the amount differs between postal and online routes, so check gov.uk for the current figures before you pay. 5. Update your records once the change is registered. Companies House will issue a certificate of incorporation on change of name, and the new name becomes legally effective from the date on that certificate. Update the company website, letterheads, contracts, email signatures, bank accounts, invoices, VAT and PAYE records, insurance policies, and any licences or registrations that refer to the old name.
Common questions
Q When can directors change a company name without a shareholder vote?
Only when the articles of association contain an express provision allowing it. The model articles do not include this power by default, so companies that have never amended their articles usually cannot use NM05. If the articles are silent, the members must approve the change, typically by special resolution, and the company files NM01 instead. Always read the current articles before assuming directors have this authority.
Q How long do I have to file NM05 after the resolution?
The form must reach Companies House within 15 days of the directors' resolution being passed. Missing this deadline can create filing problems and may call the validity of the change into question. Online filing is generally faster and gives instant confirmation of receipt, so it is the safer option if you are close to the deadline or filing at short notice.
Q When does the new company name actually take effect?
The name change takes legal effect from the date shown on the certificate of incorporation on change of name that Companies House issues, not from the date of the directors' resolution. Until that certificate is issued, the company continues to operate under its existing name. You should not update contracts, stationery, or trading names until you have the new certificate in hand.
Q Is there a fee for filing NM05?
Yes, Companies House charges a fee for registering a change of name, and the amount depends on whether you file online or by post and whether you use the standard or same-day service. Fees change from time to time, so check gov.uk for the current amounts before filing. Same-day filing is usually only available through the online service and costs more than the standard option.
Q Can Companies House reject my chosen name?
Yes. A name can be refused if it is the same as an existing registered name, too similar to one already on the register, contains sensitive or prohibited words without the required approvals, or suggests a connection with government, the Crown, or a regulated profession when no such connection exists. Running searches and checking the sensitive words list before filing reduces the risk of rejection.
Q What do I need to update once the name change is registered?
The new name must appear on the company's website, business letters, order forms, invoices, emails, and signage at business premises. You should also update bank accounts, HMRC records, insurance policies, contracts with suppliers and customers, any domain names, and any licences or registrations held in the company's name. The old name should not continue to be used in trading correspondence.
Q What happens if the articles do not allow directors to change the name?
If the articles do not give directors this power, an NM05 filing will not be valid and the change cannot proceed through this route. The company would need to either amend the articles first (which itself requires a special resolution of the members) or simply pass a special resolution to change the name and file NM01. In practice, most companies go straight to the shareholder resolution route.
Sources
This guide is based on primary UK law and official guidance.
- Guidance · UK GovCompanies House: Change your company name (NM05)gov.uk
- LegislationCompanies Act 2006, Part 5 (Company Names)legislation.gov.uk
- Guidance · UK GovCompanies House: Incorporation and names guidancegov.uk
Legal disclaimer
This article is for general information only. It is a tool to help you find your way — not legal advice, and not a substitute for speaking to a qualified adviser about your situation.