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Introduction

Business names are no longer registered with any government departments. But there are laws about using certain names and disclosing certain details of ownership.

Before 1982 many business names had to be registered under the Registration of Business Names Act 1916. This Act was repealed on 26 February 1982 when new rules on business names came into force in the Companies Act 1981. This law was replaced by the Business Names Act 1985. This allows the Secretary of State to have certain controls over the name you choose for your business and what you must tell others about the ownership of the business.

Some words and expressions are controlled by other laws. These rules protect the rights which persons may have in relation to names or words. (In law, 'person' includes individuals and companies.)

This booklet is a guide to the rules in the Business Names Act 1985. It is not a complete statement of the law. If you are unsure about any of the details, you should read the law yourself or consult a solicitor.

Any business names shown in this booklet for the sake of example are intended to be fictitious.

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CHAPTER 1
Business names

1. What is a 'business name'?

It is a name used by any person, partnership or company for carrying on business, unless it is the same as their own name.

2. What checks should I make before using a business name?

It is advisable to consult a solicitor before using a business 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 business 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

3. Who does the Business Names Act apply to?

It applies to:

• a company which trades under a name which is not its corporate name, for example, 'XYZ Limited' trading as 'Fish Antiques';
• a partnership which does not trade under the names of all the partners;
• an individual who trades under a name which is not his or her surname. It makes no difference whether the individual's first names or initials are added. So the Act would apply to Mr JQZ Singh if he traded as 'Singh Antiques' but not if he traded as 'Singh' or 'JQZ Singh'.

All telephone enquiries: 0870 33 33 636

If the name that you have chosen gives the impression that your business is connected with Her Majesty's Government or a local authority, you must not use it without the written approval of the Secretary of State. If you do want to use this type of name, you should write to the Business Names Section at Cardiff or Edinburgh, giving as much detail as you can to support your application.

In such cases the Secretary of State's decision will be sent to you in writing after all the supporting information has been considered.

Approval by the Secretary of State to use a name is confined to the use of certain words or expressions. Such approval does not extend to a company's aims and objectives.

The use of words and expressions listed in Appendix C might be a criminal offence. If you wish to use them in a business name, you should write to the appropriate body and consult a solicitor. The Secretary of State has no power to approve or reject such names which are not covered by the Business Names Act 1985.

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CHAPTER 2
Disclosure rules

1. Do the disclosure rules apply to all businesses?

If the Act applies to you (see chapter 1, question 3) then you must comply with all the disclosure rules.

For example, if Mr W Jones trades as 'W Jones Bakery', then the disclosure rules of the Business Names Act apply.

Disclosure rules also apply to incorporated companies that trade under a different name, for example, ABC Foods Limited as ABC Foods.

Incorporated companies must also comply with the disclosure rules in the Companies Act. These apply to what must be stated on company stationery and are shown in our guidance booklet, 'Company Formation'.

2. What details must be disclosed about a business?

You will need to disclose (as appropriate):

• the corporate name; or
• the name of each partner; or
• the individual person's name; and
• in relation to each person named, an address at which documents can be served.

• the places where you carry on your business and where you deal with customers or suppliers;
• business letters;
• written orders for the supply of goods or services;
• invoices and receipts;
• written demands for the payment of business debts.

6. What if there are a lot of partners - must all the names be disclosed?

If the business has more than 20 partners, you need not put all the partners' names on your business documents. However, you must give the address of the principal place of business and say that a full list of the partner' names and addresses can be inspected there.

7. What happens if I do not comply with the requirements?

You commit a criminal offence if you use a business name that requires prior approval, and you have not obtained that approval.

Similarly, you are committing a criminal offence if you do not disclose the business details that the Act requires.

Remember, if you do not make your business details available, or you do not display them, you may not be able to enforce a contract that you have entered into.

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CHAPTER 3
Further information

1. 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.

2. How do I send information to the Registrar?

You may deliver documents to the Registrar by hand (personally or by courier), including outside office hours, bank holidays and weekends to Cardiff, London and Edinburgh.

You may also send documents by post or by the Hays Document Exchange service (DX) or by Legal Post (LP) in Scotland. If you send documents, please address them to:

 

• British - the use of this word in your business name can vary depending on the way the word is used. Normally the Secretary of State would expect the business to be British owned. You would need to show that the business 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, evidence of pre-eminence is not necessarily essential. You would however be expected to show that your business is substantialin 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 any of these words as a prefix to your business name the criteria are similar to that for "British". You will usually be given approval to use any of these words as a suffix provided that you can show that the business is trading in the country concerned. If you want to use one of these words because it is a surname you will usually be given approval provided that the name includes forenames or initials;

• European - names which include this word may be approved provided that they do not imply a connection with official bodies of the European Union, and provided that the name is not misleading or likely to give rise to a justified complaint.

• International - if this word is used as a prefix to your business name you will need to show that the major part of business activities is in trading overseas. If you wish to use the word as a suffix approval will usually be given if you can show that its main activities are exports, or that it operates in two or more countries overseas. Approval is usually given to businesses wishing to use this word when the business is involved in a trade that is international in character, such as travel or transport, provided that the name is not misleading or likely to give rise to a justified complaint;

• National - the criteria for use of this word are thesame as that for "British";

• association, federation or society - if you wish to use one of these words, your constitution should state that each member should have one vote and normally any profits should be used to further the objects of the organisation rather than be paid out to the members as dividends;

• 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.

• assurance, assurer, insurance, insurer, re-assurance, re-assurer, re-insurance or re-insurer - if the name is needed for an underwriting business, Companies House will normally seek further advice. However, if you want to use the name for a business that will only provide insurance services, you should include the appropriate qualification, for example 'agents', 'consultants' or 'services', in the name. - if the name is needed for an underwriting business Companies House will normally seek further advice. However, if you want to use the name for a business that will only provide insurance services you should include the appropriate qualification, for example "agents","consultants" or "services", in the name.

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