#3185 - Company Names - Business Law and Practice

• S.9 CA 2006: company must have a name before it can come into independent legal existence

• Necessary checks to carry out to ensure name is valid to use.

1. The Company Name

• The name that is registered at Companies House

• Part 5 CA 2006

• S.59: must have “Ltd” / “Limited” at the end

• S.66: cannot have name that is already on the Index of Names

• No procedure to reserve a name

• S.53: cannot use a name that would cause offence (in the opinion of the Secretary of State)

• S.54: Any connection with government or local authority - see The Company, LLP and Business Names (Public Authorities) Regulation 2009. Does the name need approval from the government department specified in the schedule?

• S.55: sensitive words and expressions (Sensitive words and expressions Regulation 2009/2615) It may be necessary to get approval from Secretary of state.

• S.56: any potential breach of S.54 and S.55 means company may need to seek the comments from relevant body under the Regulation schedules.

• S.65: name that gives inappropriate indication of the company type or legal form – Secretary of State has authority to prohibit use of such words / expressions.

• S.66: Name is too similar to one already listed – it is regarded as the same. Therefore client will not be able to use it.

• S.67/68: Secretary of State can order a change of name of the company within 12 months of company registration if, in his opinion, name is too similar to an existing name.

• S.69 – 74: Procedure which allows person to object to company name. There are 2 grounds:

Name is the same

Name is too similar

• S.75: If any misleading information was given to obtain the name – SoS has 5 years to change name

• S.76: SoS can order change of name if it gives misleading indication of nature of his activities

• DISCLOSURE: S.82-82 CA 2006 / Trading Disclosure Regulation 2008: disclosure of company name is requires at the premises and on business stationery.

2. The Business name

• A name under which the company carries on its business

• Part 41 CA 2006

• S.1193: approval of SoS is required if business name suggests connection with government or local authority or any public authority specified by Public Authorities Regulation

• S.1194: refers to Sensitive Words and Expressions Regulation 2009 [S.I. 2009/2615]: if it is a sensitive word then it needs authorisation.

• S.1196: SoS may withdraw approval if there are overriding considerations of public policy

• S.1197: inappropriate indication of legal form of companies activities

• Disclosure requirements for company / business name: S.82 CA 2006 and Trading Disclosure Regulation 2008 [2008/495]- disclosure of a company name is required at the premises and on the stationery. If the company is using a ‘business name’ on the stationery – the company name must also appear.

• Is the client vulnerable to an action for passing off, or trade mark infringement by an existing business trading under a similar name? [re. Business names]

• Avoid a tort action – don’t mislead the public

• S.69 – 74 CA 2006: sets out the procedure under which a person may object to a company name on the grounds that:

  • It is the same; or

  • It is sufficiently similar;

  • And it would mislead the public and suggest a connection between the company and the applicant.

• RESULT: Company Names adjudicator can direct company to change the name.

• Always use Companies House “WebCheck Service” to see if Name already exists.

• Check Yellow Pages online

• Check Trade Mark Register of the UK intellectual Properties Office

3. Procedure to change name of the company:

1. Do all necessary checks – see above

2. S.77 CA 2006: change name by Special Resolution (75%+) – but also check articles to see if they say anything on procedure which differs to S.77

Procedure: Board Meeting 1 General Meeting Board Meeting 2

3. Filling: Send form NM01 + fee + special resolution to Companies House [Pursuant to s.29& S.30 CA]

4. Send Articles of Association with new name headed on the...