Why do a company name check

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Generally, you should be able to use your chosen company name for your company or limited liability partnership (LLP).  However, there are specific rules that cover a company’s or LLP’s name which may mean that your chosen company name cannot be used.  These rules are set out in:

  • the company name must not be against the law;
  • the company name must not be an offensive name;
  • the company name must not suggest a connection with the UK government, a devolved administration, a local authority or a specified public body unless that body has approved the name;
  • the company name must not use certain sensitive words or expressions set out in SI 2014/3140 unless the use has been approved by an appropriate body;
  • only certain characters, signs, symbols and punctuation can be included;
  • the company name, including the ending, must not contain more than 160 characters including spaces;
  • certain expressions or abbreviations (including Welsh equivalents) that indicate a type of company, etc as set out in SI 2015/17 must only be included at the end of the company’s name;
  • a private company limited by shares or guarantee must end with ‘Limited’ or ‘Ltd’ (or if applicable the Welsh equivalents ‘Cyfyngedig’ or ‘Cyf’), unless the company is exempt from including this; and
  • the company name must not be the ‘same as’ or too similar to an existing name on the register.

Therefore, it is important to check the company name is available.  To help you see if your chosen company name is likely to be accepted by Companies House use our company name check.

We will now look at each of these rules in more detail below.

Name that will be against the law

A company name must not include a word or phrase that will cause an offence under current legislation – eg the use is covered by other legislation or it would be a hate crime. In addition, the name must not imply a criminal activity.

‘Anzac’ is an example as it is an offence to use this in connection with any trade, business or profession under The “Anzac” (Restriction on Trade Use of Word) Act 1916.

Companies House has a list of certain words and expressions covered by other legislation and the rules around their use in company names.  This list is not exhaustive and before using any word or expression you should complete your own checks to ensure that it is lawful to use.

Offensive company name

A company must not use a name that includes a word or phrase that is offensive or likely to cause offense.  This will include obscene, derogatory or discriminatory words and phrases.

Terms suggesting connection with the government

A company name must not suggest a connection with the UK government, devolved administrations for Scotland, Wales or Northern Ireland, local authorities or certain specified public bodies unless it has been approved by an appropriate body. Therefore, where you want to use certain words or expressions in the name prior clearance for their use will be required.

The local authorities for this purpose include:

  • for England all county councils (including metropolitan councils), unitary authority councils, London borough councils, metropolitan borough councils, non-metropolitan district councils and parish councils as well as the Common Council of the City of London and the Council of the Isles of Scilly.
  • for Wales all 22 principal area councils and all community councils.
  • for Scotland all 32 council areas (and all community councils).
  • for Northern Ireland all eleven district councils.

The specified public authorities are set out in Schedule 4 of SI 2015/17.  This schedule also details the government department or other body whose view must be sought where there is a suggestion of a connection with a specified public body.

A company name can, therefore, only include the name of a government department, devolved administration, local authority or one of the specified public bodies if that body has given express authority for the company to use the body’s name.  To help know when terms need approval Companies House has specified certain words and expressions that could imply a connection with one of these government bodies.

Other sensitive words or expressions

There are also other sensitive words or expressions that need Companies House approval for use in a company name. These terms are set out in schedule 1 to SI 2014/3140. Companies House has set out what they expect where any of these sensitive words or expressions are used in a company name.  The use of the word or expression will be accepted by Companies House if:

  • its use does not imply a connection with the UK government, a devolved administration, a local authority or a specified public body;
  • it is not likely to mislead the public around the pre-eminence of the business or the status or function of the business;
  • its use has been approved by a specified body, eg it is a word that represents a regulated activity; or
  • the articles of association contain appropriate provisions.

Allowed characters, signs, symbols and punctuation

There are rules on the characters, signs, symbols and punctuation that can be used as set out in Schedule 1 to SI2015/17.  In summary:

  • The characters allowed are the standard alphabetical letters, the standard numbers and certain other characters including those with accents or other diacritical marks. These are listed below:
AÀÁÂÃÄÅĀĂĄǺ
ÆǼ
B
CÇĆĈĊČ
DÞĎĐ
EÈÉÊËĒĔĖĘĚ
F
GĜĞĠĢ
HĤĦ
IÌÍÎÏĨĪĬĮİ
JĴ
KĶ
LĹĻĽĿŁ
M
NÑŃŅŇŊ
OÒÓÔÕÖØŌŎŐǾ
Œ
P
Q
RŔŖŘ
SŚŜŞŠ
TŢŤŦ
UÙÚÛÜŨŪŬŮŰŲ
V
WŴ
X
YÝŶŸ
ZŹŻŽ
1234567890
  • The punctuation marks that can be included are:
  • The signs and symbols that can be used are:
full stop.
comma,
colon:
semi colon;
hyphen-
apostrophes ‘ ’ and '
exclamation mark!
question mark?
inverted commas “ ” and "
guillemet« and »
solidus/ and \
brackets( ) [ ] { } < and >
asterisk*
equals=
hash#
percentage%
plus+
ampersand&
at@
pound£
dollar$
euro
yen¥
The first five of these signs and symbols cannot be included in the first three non-blank characters of the name.

Company types

It is important that the public know which type of company they are dealing with so there are rules around company endings.  The following terms can only be used at the end of the company’s name and then only for the specific type of company:

  • ‘Public Limited Company’, ‘PLC’ or the Welsh equivalents ‘Cwmni Cyfyngedig Cyhoeddus’ or ‘CCC’;
  • ‘Community Interest Company’, ‘CIC’ or the Welsh equivalents ‘Cwmni Buddiant Cymunedol’ or ‘CBC’;
  • ‘Community Interest Public Limited Company’, ‘Community Interest PLC’ or the Welsh equivalents ‘Cwmni Buddiant Cymunedol Cyhoeddus Cyfyngedig’ or ‘Cwmni Buddiant Cymunedol CCC’;
  • ‘Right To Enfranchisement’, ‘RTE’ or the Welsh equivalent ‘Hawl I Ryddfreiniad’;
  • ‘Right To Manage’, ‘RTM’ or the Welsh equivalent ‘Cwmni Rtm Cyfyngedig’;
  • ‘European Economic Interest Grouping’ or ‘EEIG’;
  • ‘Investment Company With Variable Capital’ or the Welsh equivalent ‘Cwmni Buddsoddi  Chyfalaf Newidiol’;
  • ‘Limited Partnership’ or the Welsh equivalent ‘Partneriaeth Cyfyngedig’;
  • ‘Limited Liability Partnership’ or the Welsh equivalents ‘Partneriaeth Atebolrwydd Cyfyngedig’;
  • ‘Open-Ended Investment Company’ or the Welsh equivalents ‘Cwmni Buddsoddiad Penagored’;
  • ‘Charitable Incorporated Organisation’ or the Welsh equivalents ‘Sefydliad Elusennol Corfforedig’;
  • ‘Industrial and Provident Society’;
  • ‘Co-operative Society’; and
  • ‘Community Benefit Society’.

In addition, the following abbreviations cannot be used in a company name as the wording just before the ending (ie not just before Limited, PLC or LLP) but can be used as the company ending, where applicable to the type of company, or elsewhere in the name:

  • ‘LP’;
  • ‘PC’;
  • ‘LLP’;
  • ‘PAC’;
  • ‘CIO’; and
  • ‘SEC’.

Private limited companies

All new private companies limited by shares must include ‘Limited’, ‘Ltd’, ‘Cyfyngedig’ or ‘Cyf’ at the end of its name.  However, a new private company limited by guarantee does not need to include ‘Limited’ provided that the company’s articles of association:

  • state that its purpose is the promotion or regulation of commerce, art, science, education, religion or charity or any profession incidental or conducive to any of these;
  • require its income to be applied in promoting its purpose;
  • prohibit the payment of dividends, or any return of capital, to its members; and
  • require all the assets on its winding up are transferred to another body with a similar or charitable purpose.

When a company name is the ‘Same as’ an existing name

As well as ensuring that a proposed company name only includes permitted words and characters it is important that the public are not confused as to which business they are dealing with.

The rules governing company names therefore set out when a name is considered the ‘same as’ an existing company name. If a chosen name is regarded as the ‘same as’ another existing name, then it will normally not be allowed to use the chosen name.  There are exceptions to this where the company is, or is to be part of, the same group of companies and it is certain ignored terms (eg ‘& Co’ or ‘United Kingdom’) that cause it to be the same.

 

SI 2015/17 sets out:

  • the terms that must be ignored;
  • the characters, words and expressions that must be ignored;
  • the characters, words, expressions, signs and symbols that are to be regarded as the same.

Ignored terms

There are a number of terms when used at the end of the company name that are ignored when looking to see if the name is the same as an existing name.  These are:

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To see if your chosen name is the same as an existing company use Inform Direct's company name check.

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  • & co; & company; and co; and company; & cwmni; a’r cwmni;
  • biz;
  • co; co uk; co.uk; com; company; cwmni; cym;
  • eu;
  • GB; Great Britain; PF; Prydain Fawr;
  • net;
  • NI; Northern Ireland;
  • org; org uk; org.uk;
  • UK; United Kingdom; DU; Y Deyrnas Unedig;
  • Wales; Cymru.

The above are ignored when included at the end of the name where they are preceded by a blank space, a full stop or ‘@’ or preceded by and followed by any of the types of brackets as detailed in the allowed characters section above.

Example with the above ignored terms

There is an existing company with the name of ‘Inform Direct Limited’.

Proposed company names that would be treated as being the same as:

  • Inform Direct.co.uk LLP
  • Inform Direct (UK) Ltd
  • Inform Direct & Co Limited

Proposed company names that would not be treated as being the same as:

  • Inform & Co Direct Limited – the ‘& Co’ is not at the end
  • Inform (UK) Direct Limited – the ‘(UK)’ is not at the end
  • Inform Direct and Wales Limited – ‘Wales’ has ‘and’ before it

Ignored characters, words and expressions

In addition to the above ignored terms, the following are also ignored:

  • The company endings, including the abbreviations, at the end of the name.
  • All the punctuation together with the symbols “*”, “=” and “#”.
  • ‘S’ at the end of a name.
  • After applying the above any characters after the first 60 characters in a name.
  • ‘@’, ‘The’ – when followed by a space – and ‘www’ at the beginning of a name.
  • All spaces.

Characters, words, expressions, signs and symbols considered as the same

When looking at company names the allowed accented and diacritical marked characters are treated the same as the plain characters (eg ‘Ä’ is treated the same as ‘A’).  In addition, ‘Æ’ and ‘Ǽ’ are treated the same as ‘AE’ and ‘Œ’ is treated the same as ‘OE’ or ‘CE’.

In addition, certain other characters and words are treated as the same as indicated below:

  • AND, &
  • PLUS, +
  • 0, ZERO, O (ie number ‘0’ and letter ‘O’ as well as the term ‘ZERO’)
  • 1, ONE
  • 2, TWO, TO, TOO
  • 3, THREE
  • 4, FOUR, FOR
  • 5, FIVE
  • 6, SIX
  • 7, SEVEN
  • 8, EIGHT
  • 9, NINE
  • £, POUND
  • €, EURO
  • $, DOLLAR
  • ¥, YEN
  • %, PER CENT, PERCENT, PER CENTUM, PERCENTUM
  • @, AT

Examples of names treated as the same

The following are examples of where chosen names are treated as being the same:

  • INTERNET BALLOONS LIMITED and INTERNET BALLOONS LLP as the names are exactly the same ignoring the endings;
  • INTERNET BALLOONS LIMITED and INTÊRNET BAŁŁ00NS LLP as the endings are ignored and ‘Ê’ is treated the same as ‘E’, ‘Ł‘ is treated as the same as ‘L and ‘0’ is treated as being the same as ‘O’’;
  • INTERNETBALLOONS LIMITED and INTERNET BALLOON LLP as the endings, the ‘S’ at the end of ‘Balloons’ and the spaces are ignored;
  • INTERNET BALLOONS LIMITED and INTERNET BALLOON & CO LLP as the ending, the ‘S’ at the end of ‘Balloons’ and ‘& Co’ are ignored – however these would be acceptable if they are to be part of the same group;
  • INTERNET BALLOONS LIMITED and INTÊRNET BAŁŁOON & CO LLP as the ending, the ‘S’ at the end of ‘Balloons’ and ‘& Co’ are ignored, ‘Ê’ is treated the same as ‘E’ and ‘Ł‘ is treated as the same as ‘L’– however, these would be acceptable if they are to be part of the same group;
  • HELP FOR BALLOONS PLUS BLIMPS LIMITED and HELP 4 BALL00NS (+ BLIMPS)* PLC as the endings are ignored, ‘FOR’ is treated as being the same as ‘4’, ‘0’ is treated as being the same as ‘O’, ‘PLUS’ is treated as being the same as ‘+’ and the brackets and asterisk are ignored.

Exceptions to the same as rule

As mentioned above, the ‘same as’ rule does not apply where:

  • The name is treated as the ‘same as’ by ignoring the set terms at the end of the name (eg ‘& Co’ or ‘(UK)’); and
  • the proposed company is intended to be part of the same group as an existing ‘same as’ company; and
  • the existing company consents to the registration of the proposed name; and
  • the application to register the proposed name includes a letter from the existing company confirming that it consents to the registration of the proposed name and that it will form part of the same group.

Examples where a ‘same as’ name may be accepted

There is already a company called Inform Direct Limited on the register and the directors want to form the following subsidiaries:

  • Inform Direct (UK) Limited;
  • Inform Direct.com Limited;
  • Inform Direct + Co Limited;
  • www.informdirect Limited.

These are all treated by Companies House to be the same as Inform Direct Limited so are potentially not allowed.  However, the first three are treated the same by ignoring the terms at the end of the name and so if part of the same group as Inform Direct Limited will be allowed.

The fourth www.informdirect Limited, however, is treated as being exactly the same name by ignoring ‘www.’ at the front and hence is not allowed even if part of the same group.

Complaints about company names

Even if your company name is accepted by Companies House you may in the future be required to change your registered name following a complaint if:

  • the name is too similar to an existing name on the register although it did not meet the same as rules in SI 2015/17;
  • the use was opportunistic registration – this is where the company name is the same as or sufficiently like a business name in which the complainant has goodwill and is likely to mislead the public by suggesting a connection between the company and the complainant;
  • the information provided in support of using a sensitive word or expression was wrong or misleading or is no longer relevant;
  • the name gives so misleading an indication of the company’s activities, it is likely to cause harm to the public; or
  • the company no longer meets the requirements allowing it to omit ‘Limited’ from the end of its name.

Names too similar to existing names

A name may be too similar to an existing name on the register of companies if:

  • it differs from another name on the register by only a few characters, signs symbols and/or punctuation; or
  • it looks and sounds the same.

A complaint under this rule must be made well within one year of the registration of the new name as the Secretary of State must give any direction to the company within twelve months of the company’s registration by the name in question.

To overcome the potential for such a claim, a check of the register of companies should be made of similar names including those that may sound the same to the proposed name.

Opportunistic registration

Opportunistic registration is where a company or LLP registers a name, which is the same as an existing business name in which another person has goodwill or is so similar that it is likely to mislead the public over who they are dealing with.

Complaints about opportunistic registration are dealt with by The Company Names Tribunal, a part of the Intellectual Property Office. The tribunal will consider such complaints and if a complaint is upheld order the company to change its name. Where the company fails to voluntarily change its name, the tribunal may order Companies House to change the name to be its company number.

Misleading information

Where the use of a sensitive word or expression was approved by Companies House in a name and:

  • within 5 years of registration, it no longer justifies the use of a previously approved sensitive word because misleading information was provided when the name was registered; or
  • it is no longer fulfilling an undertaking or assurance given to support the name

the company will need to change its name.

Misleading indication of activities

Where the name of a company misleads the public about the company’s activities such that it is likely to harm the public the company will need to change its name. A complaint about this can be made at any time.

No longer meeting the rules to not include limited

A company limited by guarantee could be directed by the Secretary of State to reinstate ‘limited’ or ‘ltd’, ‘cyfyngedig’ or ‘cyf’ in its name if it no longer meets the requirements for exemption.

Business names

A ‘business name’ is any name under which someone carries on business. In the case of a company or limited liability partnership, this will be a name used by the company for trading purposes although it is not the registered name. For a sole trader, this will be a name used for business purposes when not the person’s surname. For a partnership, this will be a name used for business purposes when not the partners’ names.

Business names are not registered under the Companies Act but to use a business name the following will rules apply:

  • Its use must not be against the law;
  • It must not be an offensive name;
  • Approval is needed if the business name might suggest a connection with the government (devolved administration), a local authority or a specified public body;
  • Not being able to use or needing approval to use certain sensitive words or expressions included in SI 2014/3140 as amended;
  • The name must not include a name ending that implies that it is that company type – eg using ‘Limited’, ‘Ltd’ or ‘LLP’ at the end of the business name.

In another article we look at other matters to consider when choosing a business name.

 

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