How to Pass a Special Resolution to Change Company Name in 2026?

To pass a special resolution, obtain at least 75% shareholder approval via written resolution or general meeting, then file form NM01 with Companies House within 15 days.

This process legally authorises your company name change under the Companies Act 2006.

What Is a Special Resolution for Company Name Change?

A special resolution is a formal shareholder decision requiring 75% approval to change your company name legally.

A special resolution differs from an ordinary resolution, which requires only 51% approval. The Companies Act 2006 mandates this higher threshold for name changes because they affect the company's legal identity and public record.

Private limited companies can pass special resolutions through two methods: written resolution or general meeting. The written resolution method suits smaller companies with fewer shareholders, while general meetings work better for larger organisations with complex ownership structures.

How Do You Draft a Special Resolution for Name Change?

Draft the resolution with exact wording showing old name, new name, and Companies Act 2006 compliance reference.

The resolution must state the current company name in full, the proposed new name, and reference the legal authority under the Companies Act 2006. Include the company registration number to avoid any ambiguity about which entity the resolution concerns.

A typical special resolution reads: "It is resolved that the name of the company be changed from [Old Name Limited] to [New Name Limited] pursuant to section 77 of the Companies Act 2006." This precise wording ensures Companies House accepts the filing without requesting amendments.

Directors should prepare board minutes documenting the decision to propose the special resolution. These minutes form part of the company's statutory records and demonstrate proper governance procedures.

When Should You Hold a General Meeting for Special Resolution?

Hold a general meeting when shareholders require discussion, debate, or cannot agree through written resolution.

Directors must call the general meeting by sending at least 14 days' notice to all members and directors. The notice must include the meeting date, time, location, the exact wording of the special resolution, and state the intention to propose it as a special resolution.

Notice can be delivered in hard copy, by email, or published on the company website if the articles of association permit this method. Each member receives the right to appoint a proxy to vote on their behalf if they cannot attend.

At the meeting, shareholders vote by show of hands or by poll, depending on the company's articles. The special resolution passes when at least 75% of votes favour the name change.

Accurate minutes must record the passing of the resolution and remain at the registered office or SAIL address for a minimum of 10 years. All members should receive written notification of the resolution outcome.

How Does Written Resolution Process Work for Name Change?

Use written resolution for private companies when shareholders can sign without meeting, requiring 75% approval.

Only private companies can pass written resolutions under the Companies Act 2006. This method eliminates the need for physical meetings and reduces administrative burden for small businesses.

Directors circulate the proposed special resolution to all eligible members as at the circulation date. Members sign the resolution document, and the process completes when members holding at least 75% of voting rights have signed.

The written resolution must include the same precise wording as a meeting-based resolution, showing old name, new name, and legal authority. Each shareholder's signature validates their approval and creates a clear audit trail.

This method works particularly well for companies with few shareholders or where all directors are also shareholders. It avoids scheduling conflicts and reduces costs associated with organising formal meetings.

Which Companies House Form Do You File After Special Resolution?

File form NM01 with a copy of the special resolution within 15 days of passing the resolution.

Form NM01 applies specifically to name changes by special resolution and requires the company number, existing name, and proposed new name. The form must include the authorising signature of a director and attach a certified copy of the special resolution.

Companies House accepts NM01 filings online or by post, with different fees for each method. Online filing costs £20, while postal filing costs £30. Same-day service costs £83 for urgent name changes.

The 15-day filing deadline runs from the date the special resolution passes, not from the board meeting date. Late filing breaches the Companies Act 2006 and may result in penalties or filing rejection.

If your articles of association allow directors to change the name without shareholder approval, use form NM04 instead. Form NM04 requires board minutes rather than a special resolution and cannot be filed online.

What Happens After Companies House Approves Your Name Change?

Companies House issues a new certificate of incorporation on change of name, making the change legally effective.

The name change takes effect from the date on the new certificate, not from the resolution date or filing date. This certificate serves as legal proof of the company's new identity for banks, suppliers, and customers.

Processing times vary by filing method, with online submissions typically completed within a few working days. Paper filings take longer, often 7 to 10 working days depending on Companies House workload.

After receiving the certificate, update all business materials including letterheads, invoices, websites, and email signatures. Notify HMRC, banks, suppliers, customers, and other stakeholders of the name change.

Update your company's statutory registers to reflect the new name, including the register of members and register of directors. These updates ensure internal records match the public record at Companies House.

Explore our  Change Company Name guides,

Change of Company Name vs New Company Formation Which Makes Sense 

How to change company name in UK: 5 Steps, Costs and Timeline Explained 

Why Check Name Availability Before Passing a Special Resolution?

Check name availability using Companies House tools to ensure the new name meets all legal requirements before filing.

The proposed name must not duplicate an existing company name or infringe on registered trademarks. Companies House maintains a public register you can search to verify name availability before proposing the resolution.

Avoid sensitive or restricted words that require additional consent letters or regulatory approval. Words suggesting government connection, professional qualifications, or regulated activities trigger additional scrutiny.

The new name must comply with all Companies Act 2006 requirements regarding acceptable characters, length, and prohibited terms. Names cannot be offensive, misleading, or suggest illegal activities.

If the name contains sensitive words, include the relevant consent letter with your NM01 filing. Failure to provide required consent results in filing rejection and delays the name change process. My Company Registration provides specialist guidance on checking name availability and ensuring compliance with all naming requirements through Change Company Name.

How Much Does It Cost to Change Company Name by Special Resolution?

Pay £20 for online NM01 filing, £30 for postal filing, or £83 for same-day service at Companies House.

These fees apply to the Companies House filing only and do not include professional advisory costs. Companies using corporate service providers may pay additional fees for resolution drafting and filing assistance.

The online filing option offers the best value for standard name changes without urgent timing requirements. Same-day service costs significantly more but provides certainty for time-sensitive rebranding projects.

Budget for additional costs including updated business materials, new stationery, website changes, and stakeholder notifications. These operational expenses often exceed the Companies House filing fee.

Companies should also consider potential costs from updating bank mandates, supplier contracts, and customer agreements. These administrative tasks require staff time and may involve third-party fees.

Passing a special resolution to change your company name requires 75% shareholder approval, proper documentation, and timely filing with Companies House. The process follows strict legal requirements under the Companies Act 2006 and demands careful attention to detail. My Company Registration delivers expert support for companies navigating the special resolution process and ensuring full compliance with all filing requirements.

For companies seeking detailed information on whether special resolutions apply to their situation, read 

Do You Need a Special Resolution to Change Your Company Name? for comprehensive guidance.

Companies ready to proceed with professional assistance can Change Your Name by Special Resolution With My Company Registration for streamlined, compliant name change services.

Frequently Asked Questions

How do I change my company name in the UK?

You must pass a special resolution with 75% shareholder approval, then file form NM01 with Companies House within 15 days. My Company Registration provides Change Company Name services to handle the entire process, including resolution drafting and submission.

What form do I need to change my company name at Companies House?

Use form NM01 for name changes by special resolution, or form NM04 if your articles allow director-only approval. The Change Company Name service at My Company Registration ensures correct form selection and timely filing with all required documentation.

How long does it take to change a company name in the UK?

Online filings typically process within 24 hours, while postal submissions take 5 to 10 working days. The Change Company Name service at My Company Registration can expedite processing through same-day filing options for urgent rebranding needs.

Can I change my company name without shareholder approval?

Yes, if your articles of association grant directors the authority to change the name without a shareholder vote. In this case, file form NM04 with board minutes instead of a special resolution, which My Company Registration can prepare as part of their Change Company Name service.

How much does it cost to change a company name at Companies House?

Online filing costs £20, postal filing costs £30, and same-day service costs £83 payable to Companies House. My Company Registration offers competitive Change Company Name packages that include filing fees, resolution preparation, and certificate delivery.