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Business and company names

 

Business and company names

Legal information and advice on choosing a business name or company name, including advice on disclosure of proprietor’s details, company names, objections to names, trade marks, domain names, passing off law.

Introduction


The name of your business or company may well be one of its most important assets. It can be regarded as part of its intellectual property and business reputation.

In addition to the creative effort which you invest in the choice of a name, care needs to be taken in the legal context.

This section deals with the legal considerations relevant to the choice of a business or company (including limited liability partnerships (“llps”)) name. Sole traders and partnerships (other than llps) are considered separately from companies and llps due to differing legal requirements.

Internet domain names and trade marks are closely connected topics but these are dealt with separately in our Intellectual property section.

Similar names and trade marks


It is also advisable to choose a business name which is not similar to a competing business or to a registered trade mark. This is to reduce the risk of another business making a claim for Passing off or infringement of trade marks. In order to do this:
* for similar names, look up relevant business directories such as Yellow Pages and Thomson Local, and carry out an internet search.

Sole traders and partnerships

Disclosure of true name


A sole trader or partnership carrying on business under a name other than the surname(s) and forename(s) or initial(s) of the trader/partners must disclose the name of the trader or all partners on business letters, orders for goods or services, invoices and receipts and written demands for payment of debts.

Sensitive Words and Expressions


Sole traders and partnerships are also subject to regulations which restrict or require consent for the use of certain words and expressions in a business name.
(Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2009)).

Further reading see Business names

Companies and limited liability partnerships

Companies and limited liability partnerships should consider similar points as those explained above in the case of sole traders and partnerships.


However, because of the rules about names in the Companies Act 2006 and equivalent llp legislation, there are additional considerations in the case of registered names of companies and llps.


If you are choosing the name of a company or llp, these additional considerations mean you should take great care in checking these points and the Company Names index maintained by Companies House.

Same and similar names


Companies and limited liability partnerships may not register a name which is the same as an existing registered name. There are special rules which lay down what will be regarded as similar and what words and expressions will be disregarded in making a comparison.
For further guidance, see:
http://www.companieshouse.gov.uk/about/gbhtml/gp1.shtml#ch6

Sensitive Words and Expressions


Companies and limited liability partnerships are subject to the same regulations as sole traders and partnerships in relation to sensitive words and expressions.
In addition, if a company or limited liability partnership gave misleading information or has not complied with an undertaking given to obtain permission to use a particular name, the Secretary of State may direct the company or llp to change its name

“Too like” names


The Secretary of State has power to direct a company to change its name if it has been registered in a name that is the same as or is in his opinion “too like” an existing name appearing in the Registrar of Companies’ index of company names. Any direction must be made within 12 months of the earlier registration.

For further guidance on this procedure, see:
http://www.companieshouse.gov.uk/about/gbhtml/gp1.shtml#ch8

Objection to company's registered name


A new right to object to the name of a company was included in the Companies Act 2006 (for this purpose llps are included and the word “company” should be taken to include llp). Any person (whether or not another registered company) has the right to object to a company's registered name on certain grounds.

'Phoenix' companies


There are restrictions upon an individual being a director or manager of a company or business which has a similar name to that of a company which went into liquidation within 12 months of that individual ceasing to be a director.

Companies Trading Disclosures


The Companies (Trading Disclosures) Regulations 2008 (and the equivalent rules for limited liability partnerships in the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009) lay down specific rules relating to disclosure and publication of company names (llps are to be taken as companies in the following).


A company must display its registered name at its registered office, any other business location and any “inspection place” (i.e. a place which a company keeps available for inspection any company record which it is required under the Companies Acts to keep available for inspection).


Every company must disclose its registered name on its business letters, notices and other official publications and on its websites.


In addition, on business letters, order forms and websites, every company must state the part of the UK in which the company is registered, the company's registered number and the address of the company's registered office.

Further reading see Company names

[Page updated: 13/02/2013]

 

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