A company might change its name for a number of reasons, for example it may be the current name is no longer suitable for the business activities being carried out.
A company may, by special resolution and with the approval by the Registrar of Companies change its name. A special resolution requires at least 75% of the votes cast by the company’s members to approve the change of name. Once the resolution has passed a statutory form G1Q and new Constitution should be filed in the Companies Registration Office (“CRO”).
Choosing a company name
The CRO has restrictions on certain company names and may refuse a name if:
• it is identical to or too similar to a name already appearing on the register of companies
• it is offensive
• it would suggest state sponsorship
The CRO recommends including additional words to distinguish the proposed new name from other company names currently in existence.
Place names are not considered to be sufficiently distinguishing, neither are certain other words and their abbreviations punctuation marks. Examples of such are “company”, “co”, “corporation”, “and”, “&”, “service”, “services”, “limited”, etc. Words such as “holding”, “group”, “systems”, “consulting”, “trading”, “services”, “international” and numbers are not regarded as a sufficient distinction between company names.
Amended Constitution to be filed in the CRO
The new company name must appear on the front page of the new Constitution and the Companies Act 2014 must be cited on the first page. The Constitution must be easily legible on white A4 paper. A copy of the subscribers’ page from the original Constitution should be included.
What to expect following submission of change of name documents to CRO
The CRO will issue a digital Certificate of Incorporation/ Change of Name as a PDF document to the email address selected by the presenter on the form (G1Q) submitted to the registrar. Digital Certificates replaced the paper Certificates as sent by post previously.
The company may not use the new name until the Certificate has been issued. The change of name is effective from the date on the Certificate. Every company must have its name engraved in legible characters on its company seal. The company secretary is frequently given responsibility in practice for the safekeeping of the company's seal and the company’s statutory records.
The updated company name should be reflected on company letterheads and on the company website. The company’s bank should also be informed of the name change. The company name on its letterhead and official stationery will need to be updated.
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