| EXEMPTION FROM USING THE WORD
LIMITED IN A COMPANY NAME
USING LIMITED
Limited companies must normally have the word
limited (or its Welsh equivalent
cyfyngedig) as part of their company name. This may be
abbreviated to ltd. (or cyf.). Under
Section 30 of the Companies Act 1985 however, some companies,
provided that they satisfy certain criteria, do not have to include
the word limited.
A company which takes advantage of such an exemption will also
be exempt from the requirements of the Companies Act 1985 in
relation to the publication of its name and it will not have to
send lists of members to the Registrar of Companies.
WHAT KIND OF COMPANY CAN BE EXEMPT FROM USING THE WORD
LIMITED IN ITS NAME?
To be exempt a company must be a private company limited by
guarantee; the objects of the company must be the promotion of
commerce, art, science, education, religion, charity or any
profession;
and
the memorandum or articles of association must say that:
any profits, or other income, are to be spent in
promoting the companys objects;
no dividends are to be paid to members;
if the company is wound up, all the assets are to be
transferred to another body which has similar objects, or which
promotes a charity.
A company that wishes to be exempt from using the word
limited in its name must satisfy all of the above
conditions. If you are not sure whether your company qualifies you
should consult a solicitor.
In addition, a company which was a private company limited by
shares on 25 February 1982 may also be exempt, but only if it did
not include limited in its name because it had a
licence under section 19 of the Companies Act 1948 at that date,
and it complies with the requirements set out above.
IF MY COMPANY QUALIFIES, HOW DO I CLAIM THE EXEMPTION?
When your company is being formed you must make a statutory
declaration on form 30(5)(a) and send it to the Registrar with your
incorporation documents. More information about forming companies
is available in (CHN1) - New
Companies.
WHAT IF A COMPANY THAT ALREADY EXISTS WANTS TO CLAIM THE
EXEMPTION?
If the company already exists you must pass a special resolution
to change the companys name, so as to omit the word
limited, and send it to the Registrar of Companies
together with a statutory declaration on form 30(5)(c). More
information about changing the name of your company is available in
(CHN4) Change of Name
The forms are available free of charge from Companies House in
Cardiff and Edinburgh.
HOW MUCH WILL IT COST?
There is no extra charge for being given exemption to omit the
word limited from your company name.
If you are claiming the exemption when the company is being
formed you only have to pay the standard incorporation fee of
£20.
If you are claiming the exemption for a company that already
exists you only have to pay the standard change of name fee of
£20.
It is important to remember that once you have been granted
an exemption you may not alter the memorandum and articles of
association in such a way that they no longer satisfy the
conditions for exemption.
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