|
Contents
| Introduction |
| 1.
Business Names |
| 2.
Disclosure rules |
| 3.
Further information |
This
is a guide only
and should be
read with the
relevant legislation.
|
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Introduction
Business names are
no longer registered
with any government
departments. But
there are laws about
using certain names
and disclosing certain
details of ownership.
Before 1982 many
business names had
to be registered
under the Registration
of Business Names
Act 1916. This Act
was repealed on
26 February 1982
when new rules on
business names came
into force in the
Companies Act 1981.
This law was replaced
by the Business
Names Act 1985.
This allows the
Secretary of State
to have certain
controls over the
name you choose
for your business
and what you must
tell others about
the ownership of
the business.
Some words and expressions
are controlled by
other laws. These
rules protect the
rights which persons
may have in relation
to names or words.
(In law, 'person'
includes individuals
and companies.)
This booklet is
a guide to the rules
in the Business
Names Act 1985.
It is not a complete
statement of the
law. If you are
unsure about any
of the details,
you should read
the law yourself
or consult a solicitor.
Any business names
shown in this booklet
for the sake of
example are intended
to be fictitious.
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CHAPTER 1
Business names
1. What
is a 'business name'?
It is a name used
by any person, partnership
or company for carrying
on business, unless
it is the same as
their own name.
2. What
checks should I
make before using
a business name?
It is advisable
to consult a solicitor
before using a business
name. You should
also check local
phone books and
any relevant trade
journals or magazines,
to see if any other
business is already
using the name.
If it is, you could
face legal difficulties.
If you have any
intention to trade
goods or services,
you would be well
advised to ensure
your business name
does not conflict
with a registered
trademark. It does
not have to be identical
with a trade mark
to cause possible
conflict. Problems
can arise if a name
is judged to be
confusingly similar.
For further advice,
including how to
search the Trade
Marks Register,
contact the Trade
Marks Registry of
the Patent Office
on:
Telephone: 08459
500505
E-mail: enquiries@patent.gov.uk
Website: www.patent.gov.uk
3. Who does
the Business Names
Act apply to?
It applies to:
4. What is meant by
the Secretary of State
having control over
business names?
Names that include
words or expressions
that are prescribed
by regulation require
the approval of the
Secretary of State
before they can be
used. There are also
other terms whose
use in a name may,
in some circumstances,
constitute a criminal
offence. See the next
few questions for
more details.
5. Which
names need approval?
Names listed in appendices
A,
B
and C
need approval to avoid
the public being misled
into believing that
a company has a size
or status that is
not justified. Appendix
A also lists broad
guidelines on criteria
that your business
will need to meet
for certain words
and expressions. A
name that gives the
impression that the
business is connected
with Her Majesty's
Government or with
a local authority
will also need approval
before it can be used.
| Names
that suggest
a banking
activity
Following
the repeal
of the Banking
Act 1987,
company names
that include
bank, banker,
banking or
deposit no
longer need
approval.
However, using
words that
suggest a
banking activity
implies that
the person
using the
name is carrying
on a banking
business and
is therefore
accepting
deposits -
a regulated
activity under
the Financial
Services and
Markets Act
2000 Act.
Therefore,
the person
would normally
need to be
an 'authorised
person' or
to have exemption
under the
Act.
Use of a banking
name by a
person who
is neither
authorised
nor exempt
under the
Act could
be material
to whether
an offence
has been committed
under section
24 of the
Act. A person
may, however,
be able to
establish
that the way
that he carries
on his business
means that
those who
deal with
him would
not understand
him to be
an authorised
person.
It should
not be assumed
that a decision
by us to register
a particular
banking name
means that
its use in
certain circumstances
would not
contravene
section 24.
If you are
in any doubt,
you should
seek independent
legal advice.
|
6. What
happens if there
is a change of ownership?
When a business
with a name that
includes a prescribed
word changes hands,
the new owner must
obtain further approval
within 12 months
to use the name.
This applies whether
the name was previously
registered under
the Registration
of Business Names
Act 1916, or approved
under the Companies
Act 1981.
7. How do
I apply for approval
to use a name?
If you would like
to use a name that
includes a word
or expression listed
in Appendix
A you should
write, enclosing
any information
that might help
support your application,
to:
For
Businesses in
England or Wales
Business Names
Section
Companies House
Crown Way
Cardiff
CF14 3UZ
Tel: 029 2038
0362 |
For
Businesses in
Scotland
The Registrar
of Companies
Companies House
37 Castle Terrace
Edinburgh
EH1 2EB
Tel: 0131 535
5800 |
If you want to use
any of the expressions
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 that expression.
Enclose a copy of
any reply you have
received from the
relevant body when
you write to Companies
House Cardiff or
Edinburgh to ask
for approval to
use the name.
If the name that
you have chosen
gives the impression
that your business
is connected with
Her Majesty's Government
or a local authority,
you must not use
it without the written
approval of the
Secretary of State.
If you do want to
use this type of
name, you should
write to the Business
Names Section at
Cardiff or Edinburgh,
giving as much detail
as you can to support
your application.
In such cases the
Secretary of State's
decision will be
sent to you in writing
after all the supporting
information has
been considered.
Approval by the
Secretary of State
to use a name is
confined to the
use of certain words
or expressions.
Such approval does
not extend to a
company's aims and
objectives.
The use of words
and expressions
listed in Appendix
C might be a
criminal offence.
If you wish to use
them in a business
name, you should
write to the appropriate
body and consult
a solicitor. The
Secretary of State
has no power to
approve or reject
such names which
are not covered
by the Business
Names Act 1985.
 Back
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CHAPTER 2
Disclosure rules
1. Do the
disclosure rules
apply to all businesses?
If the Act applies
to you (see chapter
1, question 3)
then you must comply
with all the disclosure
rules.
For example, if
Mr W Jones trades
as 'W Jones Bakery',
then the disclosure
rules of the Business
Names Act apply.
Disclosure rules
also apply to incorporated
companies that trade
under a different
name, for example,
ABC Foods Limited
as ABC Foods.
Incorporated companies
must also comply
with the disclosure
rules in the Companies
Act. These apply
to what must be
stated on company
stationery and are
shown in our guidance
booklet, 'Company
Formation'.
2. What
details must be
disclosed about
a business?
You will need to
disclose (as appropriate):
- the corporate
name; or
- the name of
each partner;
or
- the individual
person's name;
and
- in relation
to each person
named, an address
at which documents
can be served.
3. Where must
this information be
shown?
You will need to show
the information clearly
in all:
- the places where
you carry on your
business and where
you deal with
customers or suppliers;
- business letters;
- written orders
for the supply
of goods or services;
- invoices and
receipts;
- written demands
for the payment
of business debts.
Appendix
D gives some
examples of ways
in which you can
show the information
on your stationery.
As long as the details
are 'clearly legible'
they can be handwritten
or printed.
4. Must
it be displayed
in a particular
way?
As long as it can
be easily seen and
read, it does not
matter how you show
the information.
(An example of a
notice is given
in Appendix
E.) In large
premises, you may
need to think carefully
about the size of
the notice and where
you display it to
make sure that all
your customers and
suppliers will see
it. You can put
up more than one
notice if you wish.
Do not
send a copy of your
display notice to
Companies House.
5. Must
the information
be given to anyone
else?
If asked for, the
names and addresses
that must be disclosed
must also be given
immediately, in
writing, to anyone
with whom you are
doing business.
Names
that suggest
a banking
activity
Following
the repeal
of the Banking
Act 1987,
company names
that include
bank, banker,
banking or
deposit no
longer need
approval.
However, using
words that
suggest a
banking activity
implies that
the person
using the
name is carrying
on a banking
business and
is therefore
accepting
deposits -
a regulated
activity under
the Financial
Services and
Markets Act
2000. Therefore,
the person
would normally
need to be
an 'authorised
person' or
to have exemption
under the
Act.
Use of a banking
name by a
person who
is neither
authorised
nor exempt
under the
Act could
be material
to whether
an offence
has been committed
under section
24 of the
Act. A person
may, however,
be able to
establish
that the way
that he carries
on his business
means that
those who
deal with
him would
not understand
him to be
an authorised
person.
It should
not be assumed
that a decision
by us to register
a particular
banking name
means that
its use in
certain circumstances
would not
contravene
section 24.
If you are
in any doubt,
you should
seek independent
legal advice.
|
6. What
if there are a lot
of partners - must
all the names be
disclosed?
If the business
has more than 20
partners, you need
not put all the
partners' names
on your business
documents. However,
you must give the
address of the principal
place of business
and say that a full
list of the partner'
names and addresses
can be inspected
there.
7. What
happens if I do
not comply with
the requirements?
You commit a criminal
offence if you use
a business name
that requires prior
approval, and you
have not obtained
that approval.
Similarly, you are
committing a criminal
offence if you do
not disclose the
business details
that the Act requires.
Remember, if you
do not make your
business details
available, or you
do not display them,
you may not be able
to enforce a contract
that you have entered
into.
Back
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CHAPTER 3
Further information
1. Where
do I get forms and
guidance booklets?
This is one of a
series of Companies
House booklets which
provide a simple
guide to the Companies
Act.
Statutory forms
and guidance booklets
are available, free
of charge from Companies
House. The quickest
way to get them
is through this
website or by telephoning
0870 3333636.
If you prefer you
can write to our
stationery sections
in Cardiff or Edinburgh.
Forms can also be
obtained from legal
stationers, accountants,
solicitors and company
formation agents
- addresses in business
phone books.
2. How do
I send information
to the Registrar?
You may deliver
documents to the
Registrar by hand
(personally or by
courier), including
outside office hours,
bank holidays and
weekends to Cardiff,
London and Edinburgh.
You may also send
documents by post
or by the Hays Document
Exchange service
(DX). If you send
documents, please
address them to:
For companies
incorporated
in
England & Wales: |
For companies
incorporated
in
Scotland: |
The Registrar
of Companies
Companies House
Crown Way
Cardiff CF14
3UZ
DX33050 Cardiff
|
The Registrar
of Companies
Companies House
37 Castle Terrace
Edinburgh EH1
2EB
DX ED235 Edinburgh
1 |
We will only acknowledge
receipt of documents
at Companies if
you provide a stamped
addressed envelope.
| Please
note: Companies
House does not
accept accounts
or any other
statutory documents
by fax. |
APPENDIX A
You will need the
approval of the Secretary
of State for Trade
and Industry before
any of the following
words or expressions
(or their plural or
possessive forms)
is used in a business
name. More detailed
information is available
from the Business
Names Section at Companies
House Cardiff or Edinburgh.
(a) Words which imply
national or international
pre-eminence:
|
British |
International |
Scottish |
|
England |
Ireland |
United Kingdom |
| English
|
Irish
|
Wales |
|
European |
National |
Welsh |
|
Great Britain |
Scotland |
|
(b) Words which imply
business pre-eminence
or representative
status:
| Association
|
Council |
Institution |
|
Authority |
Federation |
Society |
| Board
|
Institute
|
|
(c) Words which imply
specific objects or
functions:
| Assurance |
Friendly
society |
Post
office |
Trade
union |
| Assurer |
Fund |
Reassurance |
Trust |
| Benevolent |
Group |
Re-assurer |
|
| Charter |
Holding |
Register |
|
| Chartered |
Industrial
& provident
society |
Registered |
|
| Chemist |
Insurance |
Re-insurance |
|
| Chemistry |
Insurer |
Re-insurer |
|
| Co-operative
|
Patent |
Sheffield |
|
| Foundation |
Patentee |
Stock
exchange |
|
The following list
gives guidance on
the conditions you
will need to fulfil
if you wish to use
one of the words
listed above. It
is not a full list.
For words not shown
below, guidance
is available in
our booklet, 'Company
Names'.
-
British
- the use of
this word in
your business
name can vary
depending on
the way the
word is used.
Normally the
Secretary of
State would
expect the business
to be British
owned. You would
need to show
that the business
is pre-eminent
in its field
by providing
supporting evidence
from an independent
source such
as a Government
Department or
a trade association.
If the word
"British"
is qualified
by words that
do not describe
an activity
or product,
for example
by using a "made-up"
word, evidence
of pre-eminence
is not necessarily
essential. You
would however
be expected
to show that
your business
is substantialin
relation to
its activity
or product and
that it is eminent
in its own field;
-
England,
English, Scotland,
Scottish, Wales,
Welsh, Ireland
or Irish
- if you wish
to use any of
these words
as a prefix
to your business
name the criteria
are similar
to that for
"British".
You will usually
be given approval
to use any of
these words
as a suffix
provided that
you can show
that the business
is trading in
the country
concerned. If
you want to
use one of these
words because
it is a surname
you will usually
be given approval
provided that
the name includes
forenames or
initials;
-
International
- if this word
is used as a
prefix to your
business name
you will need
to show that
the major part
of business
activities is
in trading overseas.
If you wish
to use the word
as a suffix
approval will
usually be given
if you can show
that its main
activities are
exports, or
that it operates
in two or more
countries overseas.
Approval is
usually given
to businesses
wishing to use
this word when
the business
is involved
in a trade that
is international
in character,
such as travel
or transport,
provided that
the name is
not misleading
or likely to
give rise to
a justified
complaint;
- National
- the criteria
for use of this
word are thesame
as that for "British";
| 
