Contents
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Introduction
This booklet explains:
-
the
rules and restrictions
on the choice
of company names
both when a
company is formed
and when it
changes its
name;
-
when Companies
House will not
register a company
name and when
the use of sensitive
words or expressions
will need to
be justified
or need prior
approval from
a recognised
authority;
-
when
you can object
to the registration
of a particular
company name,
and also what
to do if your
company name
has been objected
to and you are
directed by
the Secretary
of State to
change the name;
-
how
to change a
company name,
but not how
to form a company
(for this, please
see our booklet,
'Company Formation').
The
booklet will also
be useful to unincorporated
partnerships and
sole traders who
use a business name,
companies incorporated
overseas which trade
from an address
in Great Britain,
open-ended investment
companies, ,European
economic interest
groupings and limited
partnerships.
You will find the
relevant law in
the Companies Act
1985 (as amended
in 1989 and later)
and in the Company
and Business Names
Regulations (as
amended).
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CHAPTER 1
Choosing a company
name
1. Can I
choose any name
I want for my company?
No. Several regulations
can affect your
choice. For example,
all company names
must end with the
words 'Limited',
'Unlimited', 'Public
Limited Company',
or their abbreviations
or Welsh equivalents.
Certain companies
may apply for exemption
from using 'limited'
- see chapter
4 for more details.
2. Could
my choice of name
be rejected?
Yes, if: In
addition, some names
need the approval
of the Secretary
of State before
they can be registered.
These include names
which contain words
prescribed by regulations
(see question 4
below) and names
which suggest a
connection with
central or local
government. If these
categories are avoided,
you can normally
have your choice
of name.
Before you apply
to set up a company,
or do anything to
change its name,
it is a good idea
to search the index
at Companies House
to see if there
are already any
companies with names
similar to the one
you want. If in
doubt, call us on
0870 3333636 or
search the website
company index at
www.companieshouse.gov.uk/info
3. What
does 'the same as'
mean?
When deciding whether
a name is 'the same
as' another name,
the Registrar ignores
punctuation, the
company's status,
'the' at the start
of the name, and
words like 'company
(or co)', 'and (or
&) company (or
co)'. A name that
sounds the same
as one already on
the Company Names
Index may be accepted
if the two names
are spelt differently.
For example, if
the name 'Hands
Limited' is already
registered, then
the following would
be rejected:
- Hands Public
Limited Company
(or PLC)
- H and S Limited
(or Ltd)
- H and S Public
Limited Company
(or PLC)
- H & S Limited
(or Ltd)
- any of the above,
with the addition
of 'Company (or
Co)' or 'and (or
&) Company
(or Co)'
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 lodged
after the
second company
has been incorporated.
In such cases,
your company
could be directed
to change
its name -
see chapter
5. |
You should be aware
that if you adopt
a name which misleads
the public into
believing that your
business is that
of another business
- for example, trading
as a department
store under the
name 'Harrods' -
then you may face
a legal action for
'passing off' by
the person whose
business you have
affected. Registration
of a name by Companies
House is no guarantee
that you are safe
from such an action.
Registering
a name prevents
another limited
company from
having an
identical
name, but
it does not
stop the name
being used
as a trading
or business
name except
in the circumstances
described
above. |
4. Which
names need approval?
Names which need
approval are those
which include words
or expressions set
out in statutory
regulations and
names which give
the impression that
the company is connected
with HM Government
or with a local
authority. Full
lists of 'sensitive'
words are at Appendices
A,
B
and C,
and there is more
information on sensitive
words in chapter
3.
|
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.
|
5. What
if my choice of
name needs approval?
If you choose a
company name that
needs the approval
of the Secretary
of State for Trade
and Industry before
use, contact New
Companies Section
at Companies House,
Cardiff or Edinburgh,
as appropriate,
and ask for information
on the rules governing
the use of the word
you have chosen.
-
If
you choose a
name that includes
any of the words
listed in Appendix
A, you will
probably be
asked to supply
supporting information
before we register
the name. You
should write,
enclosing information
in support of
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, then
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 company
name. When you
write to the
Secretary of
State for Trade
and Industry
at Companies
House, Cardiff
or Edinburgh
to ask for approval
of the name,
you must 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 incorrect
use in company
names might
be a criminal
offence. Those
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 us for
advice.
-
If
your chosen
name gives the
impression that
your company
is connected
with HM Government
or with a local
authority, then
you will need
the written
approval of
the Secretary
of State for
Trade and Industry
before the name
can be registered.
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 you can
show that a
genuine connection
exists and where
the relevant
government body
supports the
application.
See chapter
3.
6.
How do I register
my company name?
If your chosen name
is not already on
the Company Names
Index and is not
one which needs
the Secretary of
State's approval,
then send your incorporation
documents (or special
resolution if an
existing company
is changing its
name) to:
- New Companies
Section, Cardiff
for companies
registered in
England and Wales;
or
- The Registrar
of Companies for
Scotland for those
companies registered
in Scotland.
If
your documents are
correct, the company
name will be registered
and a certificate
of incorporation
issued.
More information
about incorporating
companies is available
in our booklet,
'Company Formation'.
Information about
changing the name
of a company is
given in chapter
2 of this booklet.
Back
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CHAPTER 2
Change of company
name
1. Are there
any restrictions
on the new name
a company can choose?
Yes. They are identical
to the restrictions
applying to a new
company seeking
registration. So,
before you decide
on a new name for
your company, please
read chapter
1. If you choose
an unacceptable
name, we will not
register it.
If a name is registered
that is too similar
to another already
on the index and
an objection is
made, then the Secretary
of State may direct
your company to
change its name.
For information
on the Secretary
of State's powers,
see chapter
5.
2. What
is a change of name?
Be careful to distinguish
between a change
of name and a change
of status of a company.
For instance, a
company changing
from J SMITH LIMITED
to J SMITH &
SON LIMITED is a
change of name,
but a company changing
from J SMITH LIMITED
to J SMITH PLC indicates
a change of status
from a private limited
company to a public
limited company.
For more information
on changing the
status of a company,
see our booklet
'Company Formation'.
3. How is
the name changed?
The company must
pass a special resolution
in a general meeting,
or all the members
must sign a written
resolution that
the name of the
company be changed
to the new name.
More information
about resolutions
is available in
our booklet, 'Resolutions'.
A signed copy of
the resolution containing
the new name should
then be sent to
the Registrar, together
with the fee (currently
£10). If all is
in order, Companies
House will then
process the resolution
and issue a Certificate
of Incorporation
on Change of Name.
The name of the
company is not changed
until the new certificate
is issued.
4. How long
does this take?
If all the documents
are correct, the
change of name will
normally be processed
within five working
days from receipt
at Companies House.
Companies House
also provides a
premium service
where we issue the
change of name certificate
on the same day
as we receive the
resolution. This
service, which costs
£80, can only be
guaranteed where
the relevant special
resolution is delivered
before 3pm. The
service is available
at any Companies
House office.
|
Same-day
applications
Posted, couriered
and other
sealed same-day
change of
name applications
must be clearly
marked on
the envelope
'for the attention
of New Companies
Section' and
'same-day
change of
name'. |
5. Can a
change of name and
of status be done
together?
Yes. You can combine
the resolution for
change of name and
change of status,
for example, resolving
to change the name
from ABC Limited
to XYZ PLC. However,
if a PLC wishes
to change its status,
same-day re-registration
can only occur if
the necessary majority
of the company members
have agreed to the
change. For more
information, see
chapter 4 of our
booklet 'Company
Formation'.
You will need to
submit all the documentation
associated with
the change of status
at the same time.
You will also need
to submit two fees:
£10 for the change
of name and £20
for the change of
status (£30 in total),
or £160 if you require
the same-day premium
service.
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CHAPTER 3
Sensitive words
and expressions
1. What
are 'sensitive words
and expressions'?
These are words
and expressions
that, when used
in a company name,
may imply business
pre-eminence, a
particular status
or a specific function.
For this reason,
they have been prescribed
in regulations as
requiring the approval
of the Secretary
of State. The aim
is to ensure that
use of the word
is justified so
that the public
is not misled by
the name. We act
on behalf of the
Secretary of State
in dealing with
applications for
approval of such
words and expressions.
Approval
by the Secretary
of State is
confined to
the use of
certain words
or expressions
in the company
name. Approval
does not imply
approval of
a company's
aims and objectives. |
This chapter gives
guidance on the
conditions your
company will need
to fulfil if you
wish to use one
of the words listed
in Appendix
A.
2. What
types of words and
expressions are
sensitive?
The following
words imply national
or international
pre-eminence:
-
British
- approval of
this word in
your company
name will depend
on how it is
used. Normally
the Secretary
of State would
expect the company
to be British
owned. You would
need to show
that the company
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, then evidence
of pre-eminence
is not necessarily
essential. But
you would be
expected to
show that your
company is substantial
in 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 these
words as a prefix
to your company
name, the rules
are similar
to those for
'British'. You
will usually
be given approval
to use any of
these words
as a suffix
if you show
that the company
has its main
place of business
in the country
concerned. If
you want to
use one of these
words because
it is a surname,
you will usually
be given approval
if the company
name includes
forenames or
initials.
-
European
- names which
include this
word will not
be approved
if they unjustifiably
imply a connection
with official
bodies of the
European Union.
If there is
a genuine connection
with an official
body, the name
may be allowed
if the appropriate
body supports
the application.
- Great
Britain
or United
Kingdom
- if you wish
to use these expressions
as a prefix, or
to use 'of Great
Britain' or 'of
the United Kingdom'
as a suffix, then
the criteria are
the same as for
'British'. If
the words are
used as a suffix
to the name, they
are normally allowed
without difficulty.
Using the initials
'GB' or 'UK' in
your company name
does not require
approval.
-
International
- if you wish
to use this
word as a prefix,
you need to
show that the
major part of
the company's
activities is
in trading overseas.
If you wish
to use it as
a suffix,
then approval
will usually
be given if
you can show
that the company
operates in
two or more
overseas countries.
- National
- the criteria
for use of this
word are the same
as for 'British'.
The following words
imply business pre-eminence
or representative
or authoritative status:
-
association,
federation
or society
- if you wish
to use one of
these words,
your company
would normally
be limited by
guarantee. Each
member should
have one vote
and the constitution
should contain
a non-profit
distribution
clause. This
provides that
any profits
should be used
to further the
objects of the
company and
not be paid
to the members
as dividends.
-
authority,
board
or council
- if you want
to use any of
these words,
you should ask
us for advice.
If the company
is to be registered
in Scotland,
contact Companies
House in Edinburgh.
-
institute
or institution
- approval for
use of these
words is normally
given only to
those organisations
which are carrying
out research
at the highest
level or to
professional
bodies of the
highest standing.
You will need
to show us that
there is a need
for the proposed
institute and
that it has
appropriate
regulations
or examination
standards. You
will need evidence
of support from
other representative
and independent
bodies.
The following words
imply specific objects
or functions:
-
assurance,
assurer, insurance,
insurer, re-assurance,
re-assurer,
re-insurance
or re-insurer
- if the name
is needed for
an underwriting
company, we
will normally
seek further
advice. However,
if you want
to use the name
for a company
that will only
provide insurance
services, then
you should include
the appropriate
qualification,
for example
'agents', 'consultants'
or 'services',
in the name.
-
benevolent,
foundation
or fund
- names that
include any
of these words
will normally
be refused if
they imply that
the company
has charitable
status. If the
company is limited
by guarantee
and has a non-profit
distribution
clause in the
memorandum of
association,
then the name
will normally
be approved.
-
charter
or chartered
- names that
include these
words will be
refused if they
unjustifiably
give the impression
that the company
has a Royal
Charter. If
the words are
used to qualify
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