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Business and company names

 

Business names

Contents:

Introduction

Disclosure of owner's name

Sensitive words and expressions

Similar  names and trade marks

Advertising codes

Enforcement


Introduction


This page relates to choice of a business name and requirements for disclosing ownership by sole traders and partnerships.

Disclosure of owner's 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
* written orders for goods or services to be supplied to the business
* invoices and receipts issued in the course of the business
* written demands for payment of debts arising in the course of the business
Large partnerships exemption: a partnership of more than 20 persons is exempt subject to certain conditions as follows:
*  the document states in legible characters the address of the partnership's principal place of business and that the list of the partners' names is open to inspection there
* it maintains the list of partners’ names at its principal place of business a list of the names of all the partners
* any person may inspect the list during office hours


[Companies Act 2006 Part 41]

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. The regulations prohibit use of:


* prescribed words without clearance
* names suggesting a connection with central or local government
* names suggesting a legal status which the business does not have
* names giving a misleading indication of the business’s activities


[Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2014 (SI 2014/3140]]

Other restrictions


A business name may not include:


* 'Limited', 'Public limited company' or other indications of any legal form which the business does not have

* names that suggest a connection with Her Majesty's Government, a devolved government or administration or a specified public authority
* words that would constitute an offence
* offensive names.

[The Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 (SI 2015/17)]


For further guidance see the Companies House Guidance on Incorporation and Names.

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;


* for trade marks, carry out a basic trade mark search.

See further for trade marks, domain names and 'passing off': Intellectual property.

Advertising Codes

A business  name may amount to a marketing communication subject to the Advertising Codes. . and therefore consideration should be given to compliance with the codes before the name is promoted. See our page on the Advertising Codes and the guidance of  the CAP on Company and website names.

Enforcement


Civil enforcement: a person who fails to comply with the above disclosure rules may be prevented by a court from enforcing a contract. The court could apply this sanction if the defendant shows that he was unable to pursue because a claim against the claimant arising out of the contract, or that he has suffered some financial loss in connection with the contract, by reason of the claimant's breach of the disclosure rules (Companies Act 2006 s.1206).


Criminal enforcement: a person who without reasonable excuse fails to comply with the business name regulations rules or the disclosure requirements commits an offence punishable by a fine up to Scale Level 3 of the Standard Scale.

[Page updated: 28/12/2014]

 

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