Company Name Change UK: Process & NM01 Filing

Overview

A company name change is the formal process of replacing the name on a company's Certificate of Incorporation with a new one on the public register. The company itself continues, same registration number, same contracts, same bank account, same directors and shareholders.

Only the name changes. Section 77 of the Companies Act 2006 sets out the routes a private limited company can use. The two most common are by special resolution of the shareholders (requiring 75% approval), or by a method written into the company's articles of association, if the articles contain one.

Some companies authorise their directors to change the name by board resolution alone, but this only works if the articles expressly allow it. Once the internal decision has been made, the company notifies Companies House using the correct form. After the registrar approves the new name and issues a Certificate of Incorporation on Change of Name, the new name is legally effective. Until that certificate is issued, the old name remains the company's legal name.

Key steps

1. Check the proposed name for restrictions. Before anything else, run the new name through the Companies House register to confirm it is not already in use or too similar to an existing name. You also need to check for sensitive or prohibited words, trademark conflicts, and anything that might suggest a connection with government or a regulated profession. 2. Decide the route and pass the resolution. Review your articles of association to see whether they contain a specific name change mechanism. If not, you will need a special resolution of the shareholders, which means 75% or more of those voting must approve. Shareholder approval can be obtained at a general meeting or, more commonly in smaller companies, by written resolution circulated to all members. 3. Record the decision properly. Whatever route you use, the paperwork matters. You should have board minutes authorising the process, the written or meeting resolution itself, and, if a meeting was held, the notice and minutes of that meeting. These sit in the company's statutory records and may be requested by banks, investors, or HMRC later. 4. File the change with Companies House. For a change by special resolution, file form NM01 together with a copy of the resolution. Other forms, such as NM02, NM03 or NM04, apply in less common situations, for example where the articles provide the mechanism or where a name change is directed. A filing fee applies, so check gov.uk for the current amount. 5. Update everything once the new certificate is issued. The name change takes effect when Companies House issues the new Certificate of Incorporation on Change of Name. From that point you must update your letterheads, website, email signatures, invoices, contracts, bank details, HMRC records, insurance policies, domain names, and notify customers, suppliers, your auditor and any regulators.

Common questions