1. Can I choose any name I want for my proposed company or LLP?
No. There are a number of restrictions and controls on your choice of name.
If your company is a private company limited by shares or guarantee its name must end with “limited” or “Ltd”. However, if your company’s registered office is stated as being situated in Wales (a “Welsh”company), its name may instead end with “cwmni cyfyngedig cyhoeddus” or “c.c.c.”.
If your company is a public company its name must end with ‘public limited company’ or ‘p.l.c.’. However, if your company’s registered office is stated as being situated in Wales (a “Welsh”company), its name may instead end with ‘Cwmni Cyfyngedig Cyhoeddus’ or ‘CCC’
The Company and Business Names (Miscellaneous Provisions) Regulations 2009 (SI2009/1085) set out the controls and restrictions on your choice of company name including:
- requirement that certain expressions and abbreviations (including Welsh equivalents) which describe a particular form of company, can only be used at the end of a name, such as “Public Limited Company” or “Community Interest Company”.
- controls that restrict the use of “Right to Manage” (or the Welsh equivalent) or “RTM” in any part of the name unless the company is an RTM company;
- conditions a private company limited by guarantee must meet to enable it to be exempt from including “limited”, “ltd”, “cyfyngedig” or “cyf” at the end of its name (see question 2);
- rules which prevent the registration of a name which is the ‘same as’ an existing name on the index (see questions 3-7);
- controls over the use of certain characters, signs, symbols and punctuation in a company name.
The following restrictions apply under sections 53-55 and 1197-8 of the Companies Act 2006:
- names that suggest a connection with Her Majesty’s Government, a devolved government or administration or a specified public authority;
- names that include “sensitive” words and expressions included in regulations;
- names that include words that would constitute an offence;
- offensive names.
2. How can I be exempt from including “limited” in my company name?
Your company must be a private company limited by guarantee and the articles of association must include clauses that:
- state that the objects of the company are the promotion or regulation of commerce, art, science, education, religion, charity or any profession.
- require its income to be applied in promoting its objects;
- prohibit the payment of dividends, or any return of capital, to its members; and
- require each member to contribute to the assets of the company if it is wound up during the time that he is a member or within 1 year of him ceasing to be a member
If you wish to apply for the exemption upon incorporation please get in touch with us to discuss this.
3. What is meant by ‘same as’?
If two company names are so similar they are likely to confuse the public as to which company is which, then they are the ‘same as’. To determine whether a name is the ‘same as’ an existing name the regulations set out:
- the words and expressions that must be disregarded (see question 4); and
- the words, expressions, signs and symbols that are to be regarded as the same (see question 5).
There is one exception to these rules which is explained in question 7.
4. What will be disregarded?
The full list is set out in the regulations. They include:
- designated name endings (including permitted abbreviations and Welsh equivalents), e.g. “limited”, “unlimited”, “public limited company”;
- certain words and expressions including “biz”, “co”, “co.uk”, “com”, “company”, “UK”, “United Kingdom”, “Wales”, “Cymru”, “net”, “org.uk”, “services”, “international”;
- a blank space between or after a word, expression, character, sign or symbol;
- punctuation including a full stop, comma, colon, bracket, apostrophe;
- characters “*”, “=”, “#”, “%” and “+” when used as one of the first three characters in a name;
- “s” at the end of a name (irrespective of whether it is a plural) ;
- “the” and “www” at the beginning of a name;
- any characters after the first 60 characters in a name.
5. What words and expressions will be regarded as the ‘same as’?
When comparing one name with another certain words and expressions will be regarded as the ‘same as’, for example, “and” and “&”, “plus” and “+”, “1” and “one”, “6” and “six”, “€” and “euro”, “$” and “dollar”, “%” and “percent”, “@” and “at”.
6. Can you give some examples of ‘same as’ names?
‘Hands Limited’ is the ‘same as’:
H and S Public Limited Company
# H & S PLC
‘Catering Limited’ is the ‘same as’
Catering UK Limited
Catering International Ltd
Catering Company Services Public Limited Company
7. Are there any exceptions to the ‘same as’ rules?
Yes. The ‘same as’ rule will not be applied in the following circumstances:
- that the proposed company will be part of the same group as an existing company;
- the existing company consents to the registration of the proposed name;
- the application to register includes a letter/statement from the existing company which confirms its consent to the incorporation of the new company name and that it will form part of the same group.
8. Sensitive words and expressions
These are words and expressions which, when included in a company or business name could:
- suggest business pre-eminence, a particular status, or a specific function;
- imply a connection with a government department, devolved administration or, public authority
- cause a criminal offence.
If any of the above are indicated in your chosen name you will need the approval of the Secretary of State. We can assist with obtaining the approval of the Secretary of State. Please get in touch with us to discuss this.
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