Company name

What are the requirements that the company name should correctly designate the type of company?

If the company is a public company, the name must end with 'Public Limited Company' or 'p.l.c.'.

If the company is a private limited company, the name must end with 'Limited' or 'Ltd'.

If the company is a Community Interest Company the indication of the type of company must be preceded by one of:

Community Interest Public Limited Company

Community Interest PLC

Community Interest Company

CIC

These designations must appear at the end of the name, not in any other position. The Welsh language equivalents may be used if the company's registered office is in Wales.

Are there any exceptions to the requirement for a private company to include 'Limited' or 'Ltd' in its name?

Yes there are exceptions. It is sometimes felt that the use of 'Limited' or 'Ltd' is undesirable when a company has charitable or philanthropic objects. In particular, it is sometimes felt that people might wrongly assume that such a company has profit-making objectives. Section 60 of the Act reads (in part) as follows:

'(1) A private company is exempt from section 59 (requirement to have name ending with "limited" or permitted alternative) if -

it is a charity,

it is exempted from the requirement of that section by regulations made by the Secretary of State, or

(c) it meets the conditions specified in -

section 61 (continuation of existing exemption: companies limited by shares), or

section 62 (continuation of existing exemption: companies limited by guarantee).

(2) The registrar may refuse to register a private limited company by a name that does not include the word "limited" (or a permitted alternative) unless a statement has been delivered to him that the company meets the conditions for exemption.'

What stops a company having a name that is the same as, or similar to, the name of another company?

The Registrar will refuse to register a name that is identical to a name that is already registered and for this purpose the designation at the end of the name is disregarded. So Bognor Regis Software Limited may not be registered if Bognor Regis Software p.l.c. is already on the register. The Registrar will probably register a name that is similar to (but not identical to) the name of a company that is already registered. However, the second company may subsequently be ordered to change its name.

Are there any other limitations on the choice of name?

Yes there are and they may be summarized as follows:

A name may not be registered if in the opinion of the Secretary of State it is offensive or its use would constitute a criminal offence.

A name may only be registered with the permission of the Secretary of State if it implies that the company is connected with central or local government.

There is a list of words and expressions that may only be used with permission. 'University' is an example of such a word.


Can I apply to have a registered company ordered to change its name?

Yes you can. Anyone at any time can object to a company names adjudicator. This must be on the grounds of damage to existing goodwill or causing confusion. An objector trying to protect itself need not be a registered company - it could (among other things) be any business.

The grounds of objection must be either that the name is the same as a name associated with the applicant in which the applicant has goodwill, or that the name is sufficiently similar to such name that its use in the United Kingdom would be likely to mislead by suggesting a connection between the company and the applicant.

There are a number of possible defenses. They include:

That the name was registered before the activities generating the goodwill commenced.

The name was adopted in good faith.

The applicant has not been significantly affected.

How can I easily check all the requirements concerning company names?

Companies House publishes, free of charge, a very helpful guidance booklet GBF2. It may be downloaded from companieshouse.gov.uk.

How can a company change its name?

A company may change its name by means of a special resolution of the members. It can always be done this way and the articles may not remove this possibility.

In addition, a company may change its name by a method specified by the articles. There are obviously numerous possibilities. They could, for example, include:

By an ordinary resolution of the members.

By a decision of the directors, made without consulting the members.

• On receipt of a written instruction from the Moderator of the Church of Scotland.

The last of these may seem humorous but might, for example, be wanted in a company owned by the Church of Scotland.

 
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