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Company Names - GBF2

November 2007 version 17

• 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 for Business, Enterprise and Regulatory Reform 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').

All companies which are commonhold associations must end their name with ‘commonhold association limited’ or the Welsh equivalents. Right to Manage companies must end their name with ‘RTM company limited’ or the Welsh equivalent.

All companies which are community interest companies (CICs) must have names which end with the words ‘community interest public limited company’, ‘community interest company’ or their abbreviations or Welsh equivalents.

2. Could my choice of name be rejected?

Yes, if:

• it is 'the same as' a name already on the index - see question 3 below;
  
• it includes the words 'limited', 'unlimited', 'public limited company' or ‘community interest company’ anywhere except at the end of the name. This applies equally to abbreviations or the Welsh equivalent of the words;
  
• it ends with ‘commonhold association limited’ or the Welsh equivalent (unless the company is a commonhold association);
  
• it ends with ‘community interest public limited company’, ‘community interest company’ (or abbreviations or Welsh equivalents) unless the company is a community interest company;
  
• it includes anywhere in the company name any of the following:
  
  • ‘investment company with variable capital’ (or its Welsh equivalent);
  • ‘open-ended investment company’ (or its Welsh equivalent);
  • ‘limited liability partnership’ (or its Welsh equivalent);
  • ‘SE’ (or the abbreviation SE bracketed or with other punctuation marks before or after the abbreviation). For more information, see our booklet The European Company: Societas Europaea (SE);
• it is offensive;
  
• its use would be a criminal offence.
  

In addition, some names need the approval of the Secretary of State for Business, Enterprise & Regulatory Reform 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

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)'

In addition, if there is a trade mark registration or application for or including a mark which is identical with or similar to the company name which is registered, you may face legal action for trade mark infringement. It is therefore advisable to consult a trade mark attorney or a solicitor before using the name. To locate a trade mark attorney, please contact the Institute of Trade Mark Attorneys on 020 8686 2052 or visithttp://www.itma.org.uk/intro/index.htm. To locate a solicitor please contact the Law Society on 0870 606 6575 or visit http://www.lawsociety.org.uk/home.law.

You can also check the Trade Marks Register at The UK Intellectual Property Office before registering a name at Companies House. Even if Companies House does not raise a “too like” objection to your name, this does not provide you with a defence to any subsequent trade mark infringement or passing off claim. The onus is on you to verify that the name is free for use.

For further advice, including how to search the Trade Mark Register, contact the Trade Marks Registry of the UK Intellectual Property Office (UK- IPO) Office on:

Email: enquiries@ipo.gov.uk

Website: www.ipo.gov.uk

Telephone: 08459 500 505

The Patent Office changed its name to the UK Intellectual Property Office (UK- IPO) on 2nd April 2007

• 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 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 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 before the name can be registered. Write to the Secretary of State, 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.

• 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.

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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 meeting, or the members (representing not less than 75% of the total voting rights of eligible shares) may agree 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' (Companies Act 1985 or Companies Act 2006). A signed copy of the resolution containing the new name should then be sent to the Registrar, together with the fee (currently £10). A copy of the amended memorandum and articles must also be sent in at the same time as the change of name resolution(s). 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 £50, can only be guaranteed where the relevant special resolution is delivered before 3pm. The service is available at any Companies House office. Please note that the same-day service will not be available for community interest companies (CICs) in the foreseeable future.

• 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'.

• 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.
• Government- approval for use of this word will be granted only if Companies House is satisfied that there is not any official connection with the HMG, any part of the Scottish or Welsh administration. The whole company name will be taken into consideration and judged independently on its own merits.
• HSC (Health and Social Care)- Companies House may consult DHSSPS (Department of Health, Social Services and Public Safety) when considering the approval of names containing this word as it could foster a misleading impression among patients, service users and wider public that the business enjoys an approved status in connection with the Health and Social Care.
• HPSS (Health and Personal Social Services)- Companies House may consult DHSSPS (Department of Health, Social Services and Public Safety) when considering the approval of names containing this word as it could foster a misleading impression among patients, service users and wider public that the business enjoys an approved status in connection with the Health and Personal Social Services.

• 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 be refused if they unjustifiably give the impression 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 a profession, we will seek the advice of the appropriate governing body before considering whether to give approval.
  
• charity - to use this word the company must provide a letter of non-objection from the Charity Commission. If the company is not intended to be a charity, a copy of the proposed memorandum and articles of association along with details of the company activities and an explanation of why the word is required must be forwarded to the Charity Commission.
  
• chemist or chemistry - if you want to use these words, you should ask for advice from Companies House in Cardiff. If the company is to be registered in Scotland, contact Companies House in Edinburgh.
  
• co-operative - if you wish to use this word, your company's Memorandum and Articles of Association should follow the rules generally associated with co-operatives in the UK. If you need further advice you should contact Companies House in Cardiff. If the company is to be registered in Scotland, contact Companies House in Edinburgh.
  
• Friendly Society or Industrial and Provident Society - we will refer names which include these expressions to the Registrar of Friendly Societies for advice. If you want to use them in your company name, you should first ask Companies House in Cardiff. If the company is to be registered in Scotland, contact Companies House in Edinburgh.
  
• group - if use of this word implies several companies under one corporate ownership, then you will need to provide evidence of a parent and/or subsidiary association with two or more other British or overseas companies. If the name clearly shows that the company is to promote the interests of a group of individuals, then the name will normally be approved.
  
• holding(s) - a company wishing to use this word must be a holding company as defined under section 736 of the Companies Act 1985.
  
• patent or patentee - a name including either word will only be approved if it does not contravene the Copyright, Designs and Patent Act 1988.
  
• post office - we are likely to seek advice on applications that include these words.
  
• register or registered - we treat every application for use of these words on its merits. Generally, we will seek advice from the appropriate governing body if names that include these words are linked with a professional qualification. The name will not be registered if it unjustifiably implies a connection with HM Government or a local authority. If such a connection actually exists, the name may be allowed if the appropriate body supports the application.
  
• Sheffield - if you wish to use a name that includes the word 'Sheffield', we will need to establish details of the company's location and its business activities. We will also consult the Company of Cutlers in Hallamshire.
  
• stock exchange - names including this expression will normally be refused unless there are special circumstances.
  
• trade union - names including this expression will normally be refused unless they conform to legislation relating to trade unions.
  
• trust - the word 'trust' can be used in many different senses. Each application is dealt with on its merits but the main uses of this word are as follows:
• charitable trust - these companies need to have charitable objects and a non-profit distribution clause in the memorandum of association. You will be asked for confirmation that you have made, or will make, an application for registration as a charity with the Charity Commission. Scottish companies wishing to use the expression 'charitable trust' will need to apply to the HM Revenue & Customs (HMRC) in Edinburgh as the Charity Commission has no jurisdiction in Scotland.
• educational trust or artistic trust - such companies should have a non-profit distribution clause in the memorandum of association and the name should reflect the nature of the trust. The promoters should be of high standing in the field.
• enterprise trust - these companies must have a non-profit distribution clause in the memorandum of association and they must be able to provide evidence of support from, for example, local authorities, businesses or banks.
• family trust - such companies must be non-profit distributing and the objects must reflect the nature of the trust. Names of family trusts will usually be approved if the name as a whole identifies the company as such.
• financial trust or investment trust - if you wish to use these expressions, you will need to provide a written assurance that substantial paid-up share capital or other funds will be achieved within a reasonable period after incorporation.
• pensions or staff trust - the names of such companies must include the name of the parent company, and the objects of the company must include the operation of pension funds.
• unit trust - if you wish to use this as part of your company name, you should seek the advice of Companies House in Cardiff. If the company is to be registered in Scotland, contact Companies House in Edinburgh.

• be exempt from the Companies Act 1985 in relation to the publication of its name; and
• will not have to send lists of members to the Registrar.

• any profits, or other income, are to be spent in promoting the company's objects;
• no dividends are to be paid to members;
• if the company is wound up, all the assets are to be transferred to another body which has similar objects, or which promotes a charity.

1. If the difference amounts to only one or two letters, especially when these represent the plural of a word included in an otherwise identical name on the register.
2. If the names differ by short words, particularly when these words are of a generic nature such as "GB" or "UK" or ".com".
3. If the names differ by slightly longer words when they have substantial or very distinctive elements in common.
4. If they differ in the use of symbols.

• within 12 months of its date of registration if it is the same as or, in the opinion of the Secretary of State, 'too like' a name appearing (or which should have appeared) on the index at the time of its registration;
  
  
• within five years of its date of registration, where the Secretary of State has reason to think that it has provided misleading information for the purposes of registration, or has given undertakings or assurances for that purpose that have not been fulfilled;
  
  
• at any time if the name gives so misleading an indication of the nature of the company's activities as to be likely to cause harm to the public. This direction must be complied with within six weeks unless an application is made to the Court to set it aside. (Section 32, Companies Act 1985)

• objections to the company name;
• confusion with other companies with a poor trading record;
• a 'passing off' action in civil law.
• a ‘passing off’ or trade mark infringement action in civil law.

The safest and most secure way to send statutory information to Companies House is to use our online filing services.  For more information and registration details please visit our website www.companieshouse.gov.uk

3. Can I file documents in other languages?

Generally documents sent to the Registrar must be filed in English. However, documents relating to Welsh companies may be drawn up and delivered in Welsh.

From the 1st January 2007, companies may deliver the following documents in other languages if the document is accompanied by a certified translation into English:

• Resolutions and agreements affecting a company’s constitution
• Contracts allotting shares for a consideration other than cash
• For companies included in accounts of larger EEA or non-EEA groups, the group accounts and parent undertaking annual report
• Charge instruments (or copy charge instruments)

From the 1st January 2007, companies may also file voluntary certified translations of any document subject to the Directive disclosure requirements. This includes:

• Constitutional documents such as the memorandum and articles of association
• Directors appointments, changes in particulars or resignations
• Accounts, reports and annual returns
• Notification of any change in a company’s registered office
• Winding up documents
• Share capital documents (public companies only)
• Documents relating to mergers and divisions (public companies only)
• Documents relating to overseas companies

The voluntary translation must relate to a document delivered to the registrar on or after 1st January 2007. Voluntary translations can only be filed in an official language of the European Union and must be accompanied by Form 1106.

4. 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.

APPENDIX A

You will need the approval of the Secretary of State for Business, Enterprise & Regulatory Reform before you use any of the following words or expressions (or their plural or possessive forms) in your chosen company name.

(a) Words which imply national or international pre-eminence: