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NM02 Notice of Change of Name by Conditional Resolution

Whilst a company can trade under as many different trading names or aliases as it wishes, it must have an official name, which is registered with Companies House. This official name can be changed by a special resolution of the company’s members (shareholders). Members will be asked to vote on the proposal to change the name and if a majority of 75% or more agree, then the name will be changed.

A resolution can be passed by shareholders casting their votes at a general meeting of the company or by using the written resolutions procedure which is introduced by the Companies Act 2006.

A change of name is effective as soon as Companies House has updated the company’s entry on the official register, but in some cases it may not be desirable for the change to have immediate effect. For example, the company may wish to have more time to prepare for the change of name, or the new name may be in anticipation of the company acquiring a new business or entering into partnership with another business. In these cases, the resolution can be phrased in such a way that the change of name is conditional upon some future event happening.

When the resolution is passed, Companies House must be notified within 15 days completing this form and sending it with a copy of the resolution. The form can be downloaded directly from the government website here.

Companies House will then hold the resolution on file, but will not update the official register with the company’s new name until it receives notification that the condition has been met – this notification can be made using form NM03.