Changing the company name

Transcription

1 Guidance note Changing the company name Contents: Introduction Registrar of Companies criteria Documentation How to file Power to require a change of name January 2015

2 Introduction A company may change its name via special resolution of the members and there must also be approval from the registrar of companies. The same statutory requirements apply to changing the name of a company as those of choosing a name for a company in the first instance. If you have any feedback on the content of these resources, or additional questions that you d like to discuss, please contact the ICSA information centre: informationcentre@icsa.org.uk ICSA, 2015 Please note that this publication is intended for guidance purposes only and does not constitute legal advice. If you are unsure about what to do under the law, please seek independent professional advice. 2 January 2015

3 Registrar of Companies criteria The Registrar of Companies criteria provides that a name may not be acceptable if: it is similar or identical to an already existing company it is offensive it implies state sponsorship it contains terms such as bank, insurance, society, university, charity, credit union, building society, or standard (or other words similar to these) it contains the abbreviation SE if the company is not a European company. Documentation Once these statutory requirements have been fulfilled and the special resolution for the change of name has been passed, the following documents should be filed with the Companies Registration Office (CRO): a form G1Q, an updated copy of the memorandum and articles of association, a letter of consent (if necessary), a letter of association (if necessary), a form G5 (if necessary), the filing fee. How to file A name change may be filed manually or online through CORE (core.ie) on the CRO website. The filing fee for a manual filing is 100, whereas that for an online filing is 50. The registrar will issue a new certificate of incorporation on change of name upon acceptance of the change of name and the change will be effective on the certificate date. The certificate is normally issued a week from the application to change the name. The new name should appear on all signage, stationary and websites belonging to the company. A new company seal should be ordered, however, the company registration number remains unaffected by the alteration as it will still be recognised as the same entity regardless of the change of name; pre-existing rights and obligations are also unaffected. If a company has failed to file returns or if it has been put on a strike-off list then it will be denied a change of name by the Registrar until it has resolved any outstanding matters affecting a proposed change of name. 3 January 2015

4 Power to require a change of name In some cases a company may be forced to change its name. This will arise if a company name falls within any of the criteria identified by the registrar as being unacceptable (see above). If such a situation arises the registrar may require the company to change its name. The company should then follow the normal procedures of changing its name as laid out above. If the company does not comply with the Registrars ruling then it may be liable to a class C fine, which is defined under the Fines Act 2010 as being not greater than 2,500 but greater than 1,000. The court also has the power to require a name change if it is deemed that a company has merely attempted to pass off the name of another existing company. If such deception is held to have occurred by the court then the prejudiced company may seek an injunction against the use of its name. 4 January 2015

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