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Introduction

This booklet explains:

• 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 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').

The booklet will also be useful to unincorporated partnerships and sole traders who use a business name, companies incorporated overseas which trade from an address in Great Britain, open-ended investment companies, ,European economic interest groupings and limited partnerships.

You will find the relevant law in the Companies Act 1985 (as amended in 1989 and later) and in the Company and Business Names Regulations (as amended). In relation to commonhold associations and RTM companies, further restrictions are contained in the Commonhold Regulations 2004, and the RTM Companies (Memorandum and Articles of Association) (England) Regulations 2003 and the RTM Companies (Memorandum and Articles of Association) (Wales) Regulations 2004.

In relation to community interest companies (CICs) the relevant law in the Companies (Audit, Investigations and Community Enterprise) Act 2004 is referenced on the CICs website at www.cicregulator.gov.uk.

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CHAPTER 1
Choosing a company name

1. Can I choose any name I want for my company?

No. Several regulations can affect your choice. For example, all company names must end with the words 'Limited', 'Unlimited', 'Public Limited Company', or their abbreviations or Welsh equivalents. Certain companies may apply for exemption from using 'limited' - see chapter 4 for more details.

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 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/info

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)'

• 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 for Trade and Industry 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 for Trade and Industry 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 for Trade and Industry before the name can be registered. Write to the Secretary of State for Trade and Industry at 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 general meeting, or all the members must sign 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'. 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) within the foreseeable future.

 

5. Can a change of name and of status be done together?

Yes. You can combine the resolution for change of name and change of status, for example, resolving to change the name from ABC Limited to XYZ PLC. However, if a PLC wishes to change its status, same-day re-registration can only occur if the necessary majority of the company members have agreed to the change. For more information, see chapter 4 of our booklet 'Company Formation'.

You will need to submit all the documentation associated with the change of status at the same time. You will also need to submit two fees: £10 for the change of name and £20 for the change of status (£30 in total), or £100 if you require the same-day premium service.

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CHAPTER 3
Sensitive words and expressions

1. What are 'sensitive words and expressions'?

These are words and expressions that, when used in a company name, may imply business pre-eminence, a particular status or a specific function. For this reason, they have been prescribed in regulations as requiring the approval of the Secretary of State. The aim is to ensure that use of the word is justified so that the public is not misled by the name. We act on behalf of the Secretary of State in dealing with applications for approval of such words and expressions.

 

• 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.

• 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 - approval for a name including this word normally depends on the company being registered with the Charity Commission. A company's objects should be charitable and the memorandum should contain a non-profit distribution clause.
  
   
• 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 Inland Revenue 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.

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CHAPTER 4
Exemption from using the word 'limited' in a company name

1. Using 'limited'

Limited companies must normally have the word 'limited' (or its Welsh equivalent 'cyfyngedig') as part of their company name. This may be abbreviated to 'ltd.' (or 'cyf.'). However, under Section 30 of the Companies Act 1985, some company names need not include the word 'limited' if they satisfy certain criteria.

A company which takes advantage of such an exemption will also:

• 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.

In addition, a company which was a private company limited by shares on 25 February 1982 may also be exempt if it did not include 'limited' in its name because it had a licence under section 19 of the Companies Act 1948 and complies with the requirements set out above.

3. If my company qualifies, how do I claim the exemption?

When your company is being formed, you must make a statutory declaration on Form 30(5)(a) and send it to the Registrar with your incorporation documents. More information about forming companies is available in our booklet, 'Company Formation'.

4. What if a company that already exists wants to claim the exemption?

If the company already exists, you must pass a special resolution to change its name, by omitting 'limited'. You must send the resolution to Companies House with a statutory declaration on Form 30(5)(c). See chapter 2 for information about changing your company name.

Forms 30(5)(a) and 30(5)(c) are available free of charge from Companies House, Cardiff and Edinburgh.

5. How much will it cost?

There is no charge for being given exemption to omit the word 'limited' from your company name. If you are claiming the exemption when the company is being formed, you pay the standard incorporation fee.

If you are claiming the exemption for a company that already exists, you pay the standard change-of-name fee.

Please remember that when you have been granted an exemption, you may not alter the memorandum and articles of association in such a way that they no longer satisfy the conditions for exemption.

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CHAPTER 5
Directions to change a company name

1. What is a 'direction'?

A direction to change a company name is a legal instruction for a company to pass a resolution adopting a new name and to register the change at Companies House within a specified time. A direction may be issued, for example, as a result of an objection being lodged by an interested party because one name is 'too like' another. This chapter explains how to make an objection, what is considered when deciding whether one name is too like another and generally when a direction may be issued.

2. Who can direct a company to change its name?

The Secretary of State has statutory powers to direct a company to change its name in certain circumstances.

3. How do I object to a name?

If you wish to object to a name, for example because its similarity to your company name may lead to confusion between companies, then you must write to:

 

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.

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CHAPTER 6
How the control of names applies to other company and business types

1. Oversea companies

The same rules that govern the use of names for British-registered companies apply to the names of oversea companies and their branches registered under Part XXIII of the Companies Act 1985. If the name is not acceptable, the company will receive a notice to change it. Information about the registration of oversea companies is available in our booklet, 'Oversea Companies'.

2. Open-ended investment companies, European economic interest groupings and limited partnerships

As with oversea companies, the names of these businesses are kept on the Company Names Index. They are subject to the same rules on the use of names and their names are taken into account when deciding whether one name is the 'same as' another - see chapter 1.

3. Business names

The rules about 'too like' and 'same as' names do not apply. But certain words and expressions used in business names still need the approval of the Secretary of State for Trade and Industry before they can be used.

More information about business names is available in our booklet, 'Business Names'.

4. Could a choice of name be affected by the trade marks index?

The Registrar does not consult the Trade Marks Register when considering an application for a company name. Therefore, the registration of a name does not mean that trade mark rights do not exist.

It is advisable to consult a solicitor before using a name. You should also check local phone books and any relevant trade journals or magazines, to see if any other business is already using the name. If it is, you could face legal difficulties.

If you have any intention to trade goods or services, you would be well advised to ensure your company name does not conflict with a registered trademark. It does not have to be identical with a trade mark to cause possible conflict. Problems can arise if a name is judged to be confusingly similar. For further advice, including how to search the Trade Marks Register, contact the Trade Marks Registry of the Patent Office on:

E-mail: enquiries@patent.gov.uk
Website: www.patent.gov.uk

... or by the Consumer Credit Act?

Registration of your company name does not imply any acceptance of the same name for the purpose of the Consumer Credit Act 1974. If you need a licence under that Act in order to carry on business, then you should consult the licensing branch of:

Office of Fair Trading
3rd Floor
Craven House
40 Uxbridge Road
Ealing
London W5 2BS
Tel: 020 7211 8000

to find out whether your chosen name is acceptable for the purposes of the Act.

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CHAPTER 7
Further information

1. Where can I go for help?

For more information about names which need the approval of the Secretary of State, you should write to: