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Company Name Change UK: Process & NM01 Filing

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Written by Brad Askew Solicitor (non-practising)
Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice.
England & Wales
Renaming a limited company sounds like a simple admin task, but there are several moving parts that need to line up for the change to take effect properly. You might be rebranding after a shift in strategy, separating from a former business partner, resolving a trademark issue, or simply outgrowing a name that no longer fits. Whatever the driver, the change has to follow the route set out in the Companies Act 2006 and be registered with Companies House before it becomes official. This page walks through how the process works in practice for a company registered in England and Wales, what documents typically sit behind the decision, which Companies House form you file, and where things often go wrong. If you have questions about your own situation, a phone call with an experienced legal adviser can help you think through it before you start.

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

Q Does changing the company name affect existing contracts?
No. The company is the same legal entity before and after the change, so contracts, leases, loans and employment agreements all remain in force. That said, it is sensible to write to important counterparties letting them know the new name, and to reference both the old and new names on invoices for a short transition period to avoid confusion.
Q How long does a company name change take?
If you file NM01 online with a valid resolution and the name passes the register checks, Companies House often processes the change within a working day or two. Paper filings take longer. The change is not legally effective until the new Certificate of Incorporation on Change of Name is issued, so plan your rebrand launch around that date, not the filing date.
Q What percentage of shareholders must agree?
A special resolution requires at least 75% of the votes cast in favour. This can be at a general meeting or by written resolution. If your articles of association set out a different mechanism, for example allowing directors to change the name by board resolution, follow that route instead. Always check what your articles actually say before assuming.
Q Can Companies House reject the new name?
Yes. Names that are identical or too similar to an existing registered name will be rejected, as will names containing sensitive or controlled words without the required permission. Names suggesting a connection with government, local authorities, or regulated activities also face restrictions. Running the name through the Companies House name availability checker before filing avoids most rejections.
Q Do we need to tell HMRC separately?
Companies House does not automatically inform HMRC of a name change, so you should update HMRC yourself for corporation tax, VAT, PAYE and any other registrations. You will also need to update your business bank account, insurers, pension providers, and any industry regulators. Your company registration number stays the same throughout, which makes cross-referencing records straightforward.
Q What happens to our company seal and existing stationery?
Any printed materials carrying the old name should be phased out once the new certificate is issued. Under the Companies Act 2006 trading disclosure rules, the company's registered name must appear on business letters, order forms, websites and similar documents. Using old stationery indefinitely risks breaching those rules, so update letterheads, invoices, email signatures and signage promptly.
Q Can we use the old name as a trading name?
Yes, a company can trade under a business name that differs from its registered name, provided the registered name and company number are disclosed on business correspondence and on the website. If you want to keep the old name visible as a brand while the registered entity carries a new name, speak to an adviser about how to do this cleanly.

Sources

This guide is based on primary UK law and official guidance.

Brad Askew, Solicitor (non-practising)

Written & reviewed by

Brad Askew Solicitor (non-practising)

Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice. LegalDocuments.co.uk is not a law firm and does not provide regulated legal advice.

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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.