| CHOOSING A COMPANY NAME
PART I - COMPANY NAMES
1. CAN I CHOOSE ANY NAME I WANT FOR MY COMPANY?
No. There are a number of regulations that apply when
a company name is chosen. This booklet is a brief
explanation of how those regulations affect the name you
choose.
2. COULD MY CHOICE OF NAME BE REJECTED?
Yes. A name will not be registered if:
- it is the "same as" a name already on
the index
- it includes the words "limited", "unlimited"
or "public limited company" other than
at the end of a name. This applies equally to
abbreviations or the Welsh equivalent of the
words
- its use would be a criminal offence.
In addition some names need the approval of the
Secretary of State before they can be registered. These
include proposed names which contain certain prescribed
words (see appendices) and names which suggest a
connection with central or local government.
If these categories are avoided you can normally have
your choice of name.
You must make sure that the name you want to use is
acceptable before you complete your company formation
documents or pass a resolution to change a company name
3. WHAT DOES "THE SAME AS" MEAN?
When deciding whether a name is the "same as"
another name, punctuation, the company's status and words
like "company (or co)","and (or &)
company (or co)" will be ignored for the purposes of
comparison. A name which sounds the same as one already
on the Index may be accepted provided that the two names
are spelt differently.
For example, if the name "Hands Limited" is
already on the Index the following would be rejected as
the "same as":
- Hands Public Limited Company (or PLC)
- H and S Public Limited Company (or PLC)
- any of the above with the addition of "Company
(or Co)" or "and (or &) Company (or
Co)"
It is important to note that while a company name
may be sufficiently different from a name already on the
Index to allow it to be registered, this might not be
enough to avoid the names being considered "too like"
each other if an objection is received after
incorporation. In such cases your company could be
directed to change its name. (See part ll: Directions to
change a company's name, and Appendix D).
It is also important that you should be aware that,
regardless of whether there are any grounds for objection
under the Companies Act, if you adopt a name which
misleads the public into believing that your business is
that of another business (eg trading as a department
store under the name "Harrods") you may be
liable to face a "passing off" action by the
person whose business you have affected. Registration of
a name is no guarantee that you are safe from such an
action.
Further, although registering a name prevents another
limited company having an identical name, it does not
stop the name being used as a trading or business name.
4. WHICH NAMES NEED APPROVAL?
Names which need approval are those which include
words or expressions set out in statutory regulations.
There is a list at the end of this booklet at Appendices
A, B and C, and more detailed information is available in
the Companies House Booklet (CHN3)
"Sensitive Words and Expressions".
A name which gives the impression that the company is
connected with HM Government or with a local authority
also needs approval before it can be registered.
5. WHAT DO I DO IF MY CHOICE OF NAME NEEDS APPROVAL?
- If you choose a company name that needs Secretary
of State for Trade and Industry approval before
use, you should contact New Companies Section at
Companies House, Cardiff or Edinburgh, as
appropriate. You will be sent the necessary
information about the rules governing the use of
the name you have chosen.
- If you choose a name which includes any of the
words listed in Appendix A of this booklet, you
will probably need to supply supporting
information before approval is given for you to
use the name. You should write, together with any
information that might help support your
application, to the Secretary of State for Trade
and Industry at Companies House in Cardiff (for
English and Welsh companies) or in Edinburgh (for
Scottish companies).
- If your choice of name includes any of the words
listed in Appendix B you will need to write to
the "relevant body" to ask if they have
any objection (and if so, why) to your use of the
word or expression in your chosen company name.
When you write to the Secretary of State for
Trade and Industry at Companies House, Cardiff or
Edinburgh as appropriate to ask for approval to
use the name, you should enclose a copy of any
reply you have received from the "relevant
body".
- The use of some words and expressions is covered
by other legislation and their use in company
names might constitute a criminal office.
Examples that are known to Companies House are
listed at Appendix C. If you wish to include one
of these words or expressions in your company
name then you should contact the relevant
regulatory authority or, ask Companies House for
advice.
- If the name that you have chosen gives the
impression that your company is connected with HM
Government or with a local authority you will
need the written approval of the Secretary of
State for Trade and Industry before the name can
be registered. If you wish to use a name which
falls within this category, you should write to
the Secretary of State for Trade and Industry at
Companies House, Cardiff or Edinburgh, as
appropriate, giving as much detail as you can to
support your application. Such names will
normally only be approved where it can be
demonstrated that a genuine connection exists and
where the relevant government body supports the
application.
6. HOW DO I REGISTER MY COMPANY NAME?
If the name you have chosen is not already on the
Index and does not need the Secretary of State's approval,
you should send your incorporation documents, or special
resolution (if an existing company is changing its name)
to the Registrar of Companies for England and Wales or to
The Registrar of Companies for Scotland. If your
documents are correctly completed, the name will be
registered and a certificate of incorporation issued.
More information about incorporating companies is
available in "New Companies" (CHN1) and in "Change of
Company Name" (CHN4).
PART II - DIRECTIONS TO CHANGE A COMPANY'S NAME
7. WHO CAN DIRECT A COMPANY TO CHANGE ITS NAME?
The Secretary of State has statutory powers to direct
a company to change its name in certain circumstances.
8. HOW DO I OBJECT TO A NAME?
If you wish to object to a name, e.g. because its
similarity to your company name may lead to confusion
between companies, then please contact us at:
RM Company Services Ltd
2nd Floor, 80 Great Eastern St
London EC2A 3RX
TEL: ++44 (0) 207-865-0011
EMAIL: rmcs@rmonline.com
More information about the factors that are taken into
consideration when deciding whether one name is "too
like" another, is given in Appendix D.
9. WHEN MAY A DIRECTION BE ISSUED?
A company may be directed to change its name:
- Within 12 months of its date of registration if
it is the same as or, in the opinion of the
Secretary of State, "too like" a name
appearing (or which should have appeared) on the
Index at the time of its registration.
- Within 5 years of its date of registration, where
it appears to the Secretary of State that it has
provided misleading information for the purposes
of registration or, has given undertakings or
assurances for that purpose that have not been
fulfilled.
- At any time if the name gives so misleading an
indication of the nature of the company's
activities as to be likely to cause harm to the
public. This direction must be complied with
within 6 weeks unless an application is made to
the Court to set it aside. (Section 32 of the
Companies Act 1985).
10. CAN A "TOO LIKE" NAME BE REJECTED BEFORE
THE COMPANY IS REGISTERED?
No. Although proposed company names are rejected if
they are the "same as" an existing company name,
there is no power to reject a name on the grounds that it
is "too like" that of another company.
It is in your interest to ensure that the name you
choose for your company is sufficiently different from
any other name on the register. This will reduce the risk
of confusion and the following potential difficulties:
- objections to the company name lodged with the
Secretary of State
- confusion with other companies with a poor
trading record
- civil law "passing off" action.
PART III - GENERAL INFORMATION
11. CAN THE WORD "LIMITED" BE OMITTED FROM A
COMPANY'S NAME?
A company which is, or is about to be, registered as a
private company limited by guarantee will be allowed to
omit the word "limited" from its name provided
that the requirements of Section 30 of the Companies Act
1985 are met.
More information about the main requirements of
Section 30 is available in "Exemption from Using the
Word "Limited" in a Company Name"
(CHN8).
12. DO THE SAME RULES APPLY:
The same rules that govern the use of names for
British registered companies apply to the names of
oversea companies and their branches registered under
Part XXIII of the Companies Act 1985. If the name is not
acceptable the company will receive a notice to change it.
Information about the registration of oversea companies
is available in the Companies House Booklet "Oversea
Companies" (CHN25).
In some cases, yes. The rules about "too like"
and "same as" names do not apply. But certain
words and expressions used in business names still need
the approval of the Secretary of State for Trade and
Industry before they can be used.
More information about business names is available in
our booklet "Business Names Act 1985"
(CHN11).
13. COULD A CHOICE OF NAME BE AFFECTED BY THE TRADE
MARKS REGISTER?
The Registrar does not consult the Trade Marks
Register when considering an application for a company
name. Therefore, the registration of a name does not mean
that trade mark rights do not exist. In your own
interests it is sensible to make a search at:
Patent Office
25 Southampton Buildings
Chancery Lane
London
WC2A 1AY
or, by prior arrangement, at:
Central Enquiry Unit
Concept House
Tredegar Park
Cardiff Road
Newport
Gwent
NP9 1RH
(Tel: 0645 500505)
E-mail: enquiries@patent.gov.uk
....OR THE CONSUMER CREDIT ACT?
Registration of your company name does not imply any
acceptance of the same name for the purpose of the
Consumer Credit Act 1974. If you need a licence under
that Act in order to carry on business you should consult
the licensing branch of:
Office of Fair Trading
3rd Floor
Craven House
40 Uxbridge Road
Ealing
London
W5 2BS (Tel: 0171 242 2858)
to find out whether your chosen name is acceptable for
the purposes of the Act.
14. WHERE CAN I OBTAIN THE PUBLICATIONS MENTIONED IN
THIS BOOKLET?
Statutory forms and notes for guidance are available
free of charge from the address listed on the back cover
of this leaflet.
Copies of the Companies Acts 1985 and 1989 are
available from HMSO or from bookshops.
15. WHERE CAN I GO FOR HELP?
For more information about registering company names
in England and Wales write to:
RM Company Services Ltd
2nd Floor, 80 Great Eastern St
London EC2A 3RX
or telephone: ++44 (0) 207-865-0011
or email rmcs@rmonline.com
You can also get help from company formation or
registration agents or solicitors. Addresses can be found
in business telephone directories.
APPENDIX A
You will need the approval of the Secretary of State
for Trade and Industry before you use any of the
following words or expressions (or their plural or
possessive forms) in your chosen company name. More
information regarding their use is available in the
Companies House booklet "Sensitive Words and
Expressions" (CHN3).
(a) Words which imply national or international pre-eminence:
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