Introduction to this document

Notice of general meeting to
change company name

You’ve decided that the company needs a new image. This involves a change of name. The shareholders must sanction this. Use our notice to hold a general meeting to do just this.

Advice

A company can change its name by the shareholders passing a “special resolution” at a general meeting (GM) or as provided by its articles. This will require at least 75% of the shareholders to agree to the proposed change.

Watch out

The company isn’t free to call itself what it likes. There are restrictions on the types of words and names that can be used, e.g. you can’t use the word “royal”. Likewise, you can’t use an existing company name either. To check the register of company names and list of “prohibited” words and names, you’ll need to carry out a search at Companies House (https://www.gov.uk/government/organisations/companies-house).

Tip

Before putting forward a new name for the shareholders to approve, make sure that you do your homework in advance. As well as not being allowed to use certain words and names, be careful that you’re not in danger of either “passing off” (using a name that’s the same or similar to another business carrying out the same or similar business to you) or breaching someone’s trademark. To protect yourself against a passing off action, check newspapers, journals, trade magazines, and the Internet just to be sure that you’ve not inadvertently nicked someone else’s name. In order to minimise the risk of trademark infringement, carry out a search at the Intellectual Property Office (https://www.gov.uk/government/organisations/intellectual-property-office).

Finally

Once the resolution to change the company’s name has been passed, you’ll need to get the memorandum reprinted as soon as possible because this must be sent to Companies House, together with a copy of the special resolution so that the register can be updated within 15 days of the resolution being passed.

Note. Company Names Adjudicators (CNAs) have the power to order a company to change its name if a complaint is upheld. A person (not just a company) can apply to a CNA on the ground that a company’s name is the same or too like a name associated with the person or company complaining, in which they have goodwill, or it is sufficiently similar to such a name that its use in the UK would be likely to mislead by suggesting a connection between the company and the person or company complaining.