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Business and company names

 

Company names

This section contains the following:


Introduction

Same and similar names


Sensitive words and expressions


Too like names


Objections to a company's registered name

Advertising Codes

Phoenix companies


Disclosures of name etc. by companies


Enforcement of disclosure rules


Introduction


Companies and limited liability partnerships should consider similar points as those explained in our page on Business names.


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 example, there will be disregarded:


* designated name endings (including permitted abbreviations and Welsh equivalents), e.g. "limited", "unlimited", "public limited company"
* "biz", "co", "co.uk", "com", "company", "UK", "United Kingdom", "Wales", "Cymru", "net", "org.uk", "services"
* a blank space between or after a word, expression, character, sign or symbol
* punctuation including a full stop, comma, colon, bracket, apostrophe
* characters "*", "=", "#", "%" and "+" when used as one of the first three characters in a name
* "s" at the end of a name (irrespective of whether it is a plural)
* "the" and "www" at the beginning of a name
* any characters after the first 60 characters in a name.


Words and expressions regarded as the “same as” include: "and" and "&", "plus" and "+", "1" and "one", "6" and "six", "€" and "euro", "$" and "dollar", "%" and "percent", "@" and "at".


Examples: “Hands Limited” is the same as:
* Hand-S Limited
* H and S Public Limited Company
* Hands: Ltd


Group companies: there is an exception to the “same as” rules in the case of companies in the same group, subject to certain conditions.

[Company and Business Names (Miscellaneous Provisions) Regulations 2009 (SI2009/1085])]


3/01/2015 Updated company and business names regulations

The Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 (SI 2015/17) come into force on 31 January 2015.

The new rules have been introduced as part of the Government’s Red Tape Challenge. The new regulations revoke the following existing regulations: * Company and Business Names (Miscellaneous Provisions) Regulations 2009 as amended; * Company, Limited Liability Partnership and Business Names (Public Authorities) Regulations 2009; * Companies (Trading Disclosures) Regulations 2008 as amended; Changes made by the new regulations include: * Display of name: companies in liquidation, administration or receivership need not display the name if the location is a place of business of the liquidator etc; if six or more companies operate from one location other than the registered office, they will no longer have to display the company name at all times. The information must however be available for inspection by a visitor. • the list of words and expressions which are ignored for the purpose of determining considering whether a name is the ‘same’ has been reduced: the words ‘export’, ‘group’, ‘imports’ and ‘international' have been removed


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. The direction must be made within five years of the name’s registration.


[Companies Act 2006 s.75; Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2014 ]

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. [Companies Act 2006 s.67]


A company or llp wishing to ask for this power to be used should contact the Registrar of Companies. For further guidance on this procedure, see the Companies House guidance note on objections to company names.

Objections to a 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 the ground:


(a) that it is the same as a name associated with the objector in which he has goodwill, or
(b) that it is sufficiently similar to such a name that its use in the United Kingdom would be likely to mislead by suggesting a connection between the company and the objector.


The objection must be made by application to the Company Names Tribunal which is operated by the Intellectual Property Office. You should consult the Company Names Tribunal factsheet for further details of the scope of this right and the procedure to be followed.


If an objector can establish one of the two grounds for objection, the company whose name is being objected to may contest the objection on any of several grounds:


(a) that the name was registered before the commencement of the activities on which the applicant relies to show goodwill;
(b) that the company is operating under the name, or is proposing to do so and has incurred substantial start-up costs in preparation, or was formerly operating under the name and is now dormant;
(c) that the name was registered in the ordinary course of a company formation business and the company is available for sale to the applicant on the standard terms of that business;
(d) that the name was adopted in good faith; or
(e) that the interests of the applicant are not adversely affected to any significant extent.


The objection must be upheld if none of the above facts are established. However, in the case of the facts mentioned in (a), (b) or (c), even if they are established, the objection must still be upheld if the objector shows that the main purpose of the company in registering the name was to obtain money (or other consideration) from the objector or prevent him from registering the name.


Decisions of the Company Names Tribunal are published on the Tribunal's website.

Advertising Codes

A company  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.


Phoenix companies


In order to prevent a company director of an insolvent company abusing the insolvency process, there are restrictions [Insolvency Acy 1986 s.216] whereby an individual, who was a director or shadow director of a company at any time in the period of 12 months ending with the day before it went into liquidation, may not in the 5 year period beginning with the date of liquidation be:

* a director of any other company; or
* in any way, whether directly or indirectly, concerned or take part in the promotion, formation or management of any such company; or
* in any way, whether directly or indirectly, be concerned or take part in the carrying on of a business carried on (otherwise than by a company)

if the company or business is known by a 'prohibited name'. A 'prohibited name' is a name by which the liquidated company was known at any time in that period of 12 months, or it is a name which is so similar to that name as to suggest an association with that company.

An individual who breaches the above restriction may be fined and/or imprisoned, and will be personally liable for the debts of the company. In addition, an individual will be personally liable for the debts of the company if he is involved in its management and he acts or is willing to act on instructions given (without the leave of the court) by a person whom he knows at that time to be in contravention of the above restriction.

Companies Trading Disclosures


The Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 (SI 2015/17)* lay down specific rules relating to disclosure and publication of company names (llps are to be taken as companies in the following).

Any display or disclosure of information required by the regulations must be in characters that can be read with the naked eye.

* Replaced theCompanies (Trading Disclosures) Regulations 2008 (and the equivalent rules for limited liability partnerships in the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009)

Requirement to display registered name at registered office


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).


A company which has officially been “dormant” since incorporation is exempted.


The registered name must be so positioned so that it may be continuously and easily seen by any visitor to that office, place or location. Automatic signage is allowed where a location is shared by six or more companies; in this case each such company is only required to display its registered name for at least fifteen continuous seconds at least once in every three minutes.

Registered name to appear in communications


Every company must disclose its registered name on:


* its business letters, notices and other official publications
* its bills of exchange, promissory notes, endorsements and order forms
* cheques purporting to be signed by or on behalf of the company
* orders for money, goods or services purporting to be signed by or on behalf of the company
* its bills of parcels, invoices and other demands for payment, receipts and letters of credit
* its applications for licences to carry on a trade or activity
* all other forms of its business correspondence and documentation
* 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.


A limited company exempt from the obligation to use the word “limited” as part of its registered name (under the Companies Act 2006 s.60) must state the fact that it is a limited company.


A community interest company which is not a public company must state that it is a limited company.

Share capital


If a company mentions its share capital on its business letters, order forms or websites, the reference must be to paid up share capital.

Directors


If a company's business letter includes the name of any director of that company, other than in the text or as a signatory, the letter must disclose the name of every director of that company.

Request to disclose registered office and inspection place


If any person who deals with a company in the course of business makes a written request to the company for the address of its registered office, any inspection place or the type of company records which are kept at that office or place, the company must send a written response to that person within five working days of the receipt of that request.

Enforcement of disclosure rules


Civil enforcement

A person (whether an individual or legal entity) 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.83/1206].


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. In the case of an llp or company committing the offence, any member or director who is in default will also commit the offence.

[Page updated: 17/01/2015]

 

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