#14694 - Creating A Company - Business Law and Practice

Naming a Company

Similar & Prohibited Names

The name of a private company must end with ‘Limited’ or ‘Ltd.’ (s.59).

A name will not be registered if it is offensive (s.53) or if it suggests a connection with the Government, local authorities or other public bodies (s.54). Other sensitive words or expressions require permission from the Secretary of State. The 2014 Regulations also contain details of sensitive words and expressions.

The name cannot also be too similar to another name already registered (s.66) in which a WebSearch can be completed to check for similar names. Dissolved company names can be used.

Change of Name

A change of name will be effective when the certificate with the new name is issued (s.80(3) & s.81(1)).

Companies are required to display their names in certain locations, documents and communications and provide details when requested from those dealing with them in business (s.82).

Creating a New Company

Incorporating From Scratch

Incorporating a company from scratch can be done online now, which means that it is a much quicker process that it was originally. As you start with a blank slate the company can be adapted precisely to fit the client’s company and needs. Additionally the company will have the same date of incorporation.

However, this used to be a very slow process, and it is still only available in business hours. Additionally, if you incorporate a company online, only the Model Articles can be used, if the Articles need altering then the paper method must be used.

Shelf Companies

Using a shelf company can be quicker than incorporating from scratch, additionally the company can start trading immediately as they will have a company registration number. However, shelf-companies must be adapted which can be time consuming and expensive as the directors, shareholders etc. all need to be changed rather than just appointed.

Changes to a Shelf Company

The name of the company will need to be changed using form NM01 which requires a special resolution of the shareholders (s.77(1)(a)).

A company secretary will need to be appointed using form AP03 by a board resolution under MA 3 & MA 5, but a company secretary is not required for private companies (s.270(1)). The existing company secretary will need to resign by sending a letter of resignation. Form TM03 will be sent to Companies House.

The directors of the company will need to be appointed using form AP01 and confirmed by a board resolution (MA 17(1)(a)) or by an ordinary resolution of the shareholders (MA 17(1)(b)). The existing directors will have to resign by sending a letter of resignation (MA 18(f)) and form TM01. Additionally, a chairperson will need to be appointed by a board resolution (MA 12(1)).

The shares will need to be transferred from the existing shareholders to the new shareholders. This will be done using a Stock Transfer Form and will be effective when the new shareholder’s names are entered into the register of members (s.112(2) & s.544(1)) after the directors have approved the form (MA 26).

The registered office will need to be changed by giving...