Company and LLP names – making changes
Are there rules about what name we can use for our new entity? Yes. You can’t use a name that another entity is already using (obviously!). There are also ‘sensitive’ names that are restricted. For example using words such as royal, chemist, stock exchange, surgeon… You may be able to use them, but will need to obtain specific approval to do so. Kudocs detects all these names for you, and will guide you through the rules and any additional steps you need to take For more information see here.
Do we have to have Limited or Ltd at the end of a company name? Basically, yes, however there are some exceptions. If you have an old company that does not have Limited or Ltd at the end of the name that is OK, subject to meeting certain criteria. If you want to incorporate a new company, you have to have the Limited or Ltd suffix UNLESS you are incorporating a Limited by Guarantee company which meets the criteria of s.60 Companies Act 2006 and reg.3 of The Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015. You can use Kudocs to incorporate these types of company, provided you meet the criteria to Companies House’s satisfaction.
This only applies to LBGs. Private companies limited by shares and LLPs must always have a suffix.
Will Kudocs check my proposed name? Yes. Kudocs is connected to Companies House, and will perform a live check to make sure your proposed name has not already been taken by someone else, or if it is ‘sensitive’.
How does an entity change name? Any new name needs to be approved by either the members or directors (which method is usually set out in the articles of association). They can approve the change by written resolution (ordinary for members, unanimous for directors), or at a meeting. Once the company has approved the change it then needs to be confirmed by Companies House (as Kudocs pre-checks the name, this should not be an issue). Once Companies House has confirmed, then the change takes legal effect, and Kudocs will update automatically.
What happens if the resolution is rejected? If the vote is rejected, the initiator of the process will be alerted and they can decide what to do next. Cancel the process (and maybe re-run it having spoken to the objecting stakeholders), or use Kudocs to arrange a meeting of the stakeholders to try and resolve it.
Does Kudocs update Companies House? Yes – an entity name change does not take effect until it has been registered at Companies House, so this is a compulsory step (as if filing (LL)NM01 or (LL)NM05).
How long does it take to change an entity name? Once the legal approval has been obtained (by member or director resolution) the name change needs to be approved formally by Companies House. The standard service should have this approved in a few business days, but you can request a same day name change: if you apply to Companies House before 3pm on a weekday, they guarantee the application will be reviewed that day.
Can you change an entity name ‘same day’? Yes! Use Kudocs to request this service from Companies House, provided you make the request before 3pm. There is no additional cost – it is part of your Kudocs subscription.
At what stage can I start using the new name? Only once the new name has been approved at Companies House, Kudocs will automatically update to reflect the change and the initiator of the process will be informed.
If the company has approved the name change by shareholder resolution, does the company need to file the resolution at Companies House? Yes. Special resolutions should be filed at Companies House within 15 days of the resolution date. This needs to be submitted physically (long-winded, we know!) downloading and posting a copy of the resolution to Companies House, Crown Way, Cardiff CF14 3UZ.