Business names
These are the rules covering the allowable names for companies carrying out business in the UK, as well as the information required to be displayed on stationary and signs, and electronic media.
You can find the regulations that relate to business names below to the left.
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The Companies Act 2006 (Substitution of Section 1201) Regulations 2009 Ensures that a UK business service address is not required of a person who does not have a place of business in the UK. Read More… (opens in a new window)
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The Company, Limited Liability Partnership and Business Names (Public Authorities) Regulations 2009 Specifies whose view must be sought when applying for approval to register a company name that suggests a connection with a public authority specified by the Secretary of State. Read More… (opens in a new window)
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The Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2009 States that approval must be obtained from the Secretary of State to register a company under a name which includes a sensitive word or expression, that is specified in regulations. Read More… (opens in a new window)
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The Company, Limited Liability Partnership and Business Names (Miscellaneous Provisions) (Amendment) Regulations 2009 Specifies the characters that are permitted to be used in registered company names. Read More… (opens in a new window)
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The Company and Business Names (Miscellaneous Provisions) Regulations 2009 Sets rules relating to company and business names and characters within them. Read More… (opens in a new window)
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The Companies (Trading Disclosures) (Amendment) Regulations 2009 Specifies exceptions to the requirement to display a registered name: a) during insolvency b) to protect a sensitive location Read More… (opens in a new window)
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The Companies (Trading Disclosures) (Insolvency) Regulations 2008 Includes websites and electronic documents in provisions requiring a company to state the fact that they are in administrative receivership. Read More… (opens in a new window)
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The Companies (Trading Disclosures) Regulations 2008 Specifies at which premises a company’s registered name must be displayed; the way in which the name is displayed and which company particulars must be disclosed on business communications & websites (including directors names). Read More… (opens in a new window)
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The Company Names Adjudicator Rules 2008 Sets out Company Names Adjudication Rules. Read More… (opens in a new window)
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Tell us what you think should happen to these regulations and why, being specific where possible:
- Should we scrap them altogether?
- Could their purpose be achieved in a non-regulatory way (eg through a voluntary code?) How?
- Could they be reformed, simplified or merged? How?
- Can we reduce their bureaucracy through better implementation? How?
- Can we make their enforcement less burdensome? How?
- Should they be left as they are?
Peter Bibby said on February 24, 2012 at 12:06 pm
I concur with what has been said about the new regulations in the context of name swaps. There is no priority to objections, so that you can have a company recently formed before the new changes came in objecting to another company effecting a name swap (whether within group or as part of a sale) who has held that corporate name for years. It is a completely flawed and ill-thought through piece of legislation and the issue with regard to name swaps ought urgently to be addressed.
Laurence Twiselton, Corporate Partner, Lyons Davidson Limited said on February 21, 2012 at 4:03 pm
In relation to The Company and Business Names (Miscellaneous Provisions) Regulations 2009 (“Regulations”), we support the comments made by Kathleen O’Reilly of Jordans Limited in relation to name swaps, primarily but not limited to the context of group reorganisations.
The application of section 66 Companies Act 2006 and the Regulations creates absurd results in relation to name swaps, which (one would hope) must surely be unintended.
A recent practical example is as follows:
We act for Company X which has two subsidiary companies (Company A and Company B). Company A has been registered under its current name for over 23 years and Company B has been registered under its current name for nearly 8 years. Company A is the main trading company in the group and for various reasons it had been decided to use the name of Company B as the main trading name. Company A and Company B therefore wished to carry out a name swap.
Our client’s application was rejected on the basis that Company A could not be re-registered under the name of Company B as there were four other companies that were registered under the ‘same’ name as Company B. Incidentally, these other four companies have been registered under their current names for between 3 and 21 years without having raised any concerns over Company A’s or Company B’s registered name.
In order for our client to use its existing subsidiary’s existing name as its main trading name it will be required to carry out a transfer of the entirety of the business and assets of Company A to Company B. This will take several weeks at a cost of several thousands of pounds to achieve a result that less than three years ago could have been carried out in a day for the total cost of £100.
The end result will be that all five companies with the ‘same’ name will still exist and will continue in business. The only difference is that our client will be significantly out of pocket. This is not a stated objective of the implementation of the Regulations.
Regulation 8 of the Regulations should be extended by the creation of a new paragraph 2A which would exempt from the application of Section 66 Companies Act 2006 a situation where two companies whose names already appear in the registrar’s index of company names exchange their existing names with each other (notwithstanding that those existing names are the ‘same’ as one or more other existing names).
Kathleen O'Reilly, Head of Internal Legal Services, Jordans Limited said on February 20, 2012 at 3:24 pm
We would reiterate and support certain comments made by the Company Law Committee of the Law Society. Generally, the restrictions on company names in SI 2009/1085 and SI 2009/2615 are quite complicated, and it would be helpful if they could be streamlined (i.e. set out more clearly, ideally in a single set of regulations), if not simplified.
The Company and Business Names (Miscellaneous Provisions) Regulations 2009 are causing problems, especially in the context of name swaps in group reorganisations.
For example, company names (same names) – the list of words to disregard when deciding whether two names are treated as the same has been expanded under the CA2006. As a result, where Company A and Company B were formed under the Companies Act 1985 with names which were not, at the time, treated as the same; their names are treated as the same under the CA2006. For groups that have had a name within the group for many years they find it hard to understand and suggest it is not commercial to no longer be able to use the name on a proposed name swap.
Secondly, in deciding whether a company’s name is the same as another company’s name, some words, expressions, signs and symbols must be disregarded (s66(3)). These are listed in the Regulations. The list is too wide.
Words etc to be ignored include ‘Group’, ‘International’, ‘Holdings’ and the letter ‘s’ at the end of a word. This means that, for the purpose of s66, the name ‘ABC Limited’ is treated as the same as, e.g., ‘ABC Group Limited’ and ‘ABCS Limited’.
Also, under the Regulations, a company (A) can only adopt a name the “same as” another company’s name (B) if B consents AND B is in the same corporate group as A. It does not seem to us that this second condition is required and it is unduly restrictive since A and B may operate in different sectors, so B could, in giving consent, take the view that there is no commercial harm in A, an unconnected company, having the name. There is no facility under the CA2006 for a company to consent to the use by a company outside its group of a name which is treated as the same, but it would be helpful to have such a provision. .
Also, difficulties have been experienced with Companies House over the incorporation of a trading subsidiary of a charity seeking to use the word “Foundation” contained in the charity’s name. The proposed subscribers were told that they would have to include specific objects in the trading subsidiary’s articles in order to justify the use of the word “Foundation”
Kevin Shield said on February 20, 2012 at 2:27 pm
The requirement to display the company name at the registered office when that address is the address of the company’s accountants or similar is pointless & causing unnecessary costs. We have over 400 companies registered at our office address making the electronic display system impossible & a name board expensive both in the cost of procuring the name boards & the time costs involved with maintaining it – particularly as the board has to be maintained in alphabetical order to be of any use to visitors. These costs have to be passed on to the client or absorbed by the accountants.
If anyone requires the address of a company’s registered office they will check the list at Companies House. No-one will spend time visiting accountants premises checking lists which include the company they are looking for. As I understand the legislation a document may be served on the address listed at Companies House regardless of whether or not they have their name displayed at the premises. If confirmation is required from the location itself then a receptionist or similar could consult a printed or electronic list – but I see little point to this as my previous point refers.
We have recently stopped maintaining our board due to the time it takes, time which could be spent ensuring sensible legislation is being complied with. And we have never maintained a board listing SAIL addresses (for client’s who do not list us as their registered office address but for which we maintain the statutory registers) as we do not have the wall space.
As far as I can tell there is no intention of enforcing this legislation and it should be repealed without delay.
Alex Butler said on February 17, 2012 at 3:47 pm
I agree with the other comments regarding the list of prohibited names; the current list is too “burdensome” and has taken the restricted names too far. I work for a regional law firm When advising clients we find it hard to know what names would be acceptable. Too many words are now treated as being ignored for the purpose of comparing a possible name to existing names, meaning that a possible name is not permitted even though it could be (and often is) rather different from any other existing name. This is of practical inconvenience when advising a client.
If the situation cannot be altered then certainly more guidance is needed on this issue.
Chris Robinson said on February 2, 2012 at 7:03 pm
The requirement to display the company name at business premises is useless and often not complied with. It is often impossible to comply with eg in shared office buildings without 24 hour access. The requirement to disply the company name at the registered office when it is not a trading address (eg the company’s accountants) serves no purpose and should be abolished.
Chris Robinson said on February 2, 2012 at 6:52 pm
The list of sensitive names should be pruned to only those with a strong public interest, cutting out those that could be misleading or suggest endorsement only in particular circumstances. Restrictions on “group” and “holdings” cause particualr problems (being common company names and especially now that it means these nmaes cannot be used for online incorporations or online changes of name) to no discernable public benefit. Companies House rejects documents even if obviously unobjectionable and I have even had “Baking” rejected on the grounds it included “King”. The restricions on references to the UK or parts of it should also go. If companies want to use pretentious names they should be allowed to.
Ian Moseley said on January 31, 2012 at 3:23 pm
Knowing with whom one is trading is an essential requirement for free trade to exist. That said, the regulations are, and have been for many years, too fragmented and divided. For example, the Electronic Commerce regs require any online trader to give the name of the owner of the business and a geographical address, a wider remit than Companies Act (as it applies to sole traders), but only enforceable civilly and with no deefinition of a ‘geographical address’.
From an enforcement point of view (Trading Standards) I would prefer to see one set of regulations containing provisions:-
1 Traders to display business details on any retail premises open to the public
2 Traders to display business details on any letters and invoices etc (as per companies act but extending to all businesses)
3 Traders to display full business details on any trading websites
4 Use of mail forwarding addresses covered nationally by similar requirements to those currently in Section 75 London Local Authorites Act 2007
(This latter would meet concerns of sole traders operating from residential premises – they would be able to use such an address, however the actual address would be available to enforcement authorities under DPA provisions).
other points probaby difficult to draft/enforce:-
Businesses prohibited from using whois anonymisation services for websites;
Since .co.uk sites can be used by businesses anywhere in the world, provide another business domain solely for UK based businesses;
Reverse directory information for businesses to be taken outwith the restrictions on obtaining telecoms data (enforcement authorities only). This would return enforcers to the pre-RIPA days when that information could be obtain via a DPA request in 24 hours, rather than the 10 days or more currently.
i would also reverse the normal process of having regulations drafted by lawyers and then argued over by the affected parties. Have the draft produced by a panel of business and enforcement interests and then allow lawyers to review them with the requirement that the panel have a power of veto over any substatial amendments.
Anthony Rentoul said on December 11, 2011 at 10:39 am
Recently my partnership received a threatening letter from a business using a business name and giving as its address a post office box in England but not showing the identity of the proprietor of the business. On the assumption that the proprietor was an individual or a partnership to whom Chapter 2 of Part 41 of CA 2006 (“Business Names”) applied, we invoked s.1202(2) CA 2006 to ask that we be given “immediately” the information required by s.1201 to be disclosed. Our request went unfulfilled.
Later we discovered that the delinquent business was a limited company and therefore not caught by Chapter 2. Although its letterhead was defective in terms of regulations 6 and 7 of the Companies (Trading Disclosures) Regulations 2008, and the company and its officers therefore prima facie guilty of an offence, by contrast with individuals and partnerships there does not appear to be any statutory requirement placed on companies to respond to a written request for disclosure, only the risk of a prosecution – assuming the company can eventually be identified – under regulation 10. This anomaly should be corrected.
Robert Courtney said on July 5, 2011 at 10:17 am
Whilst S 1202 imposes requirements for individuals and partnerships to disclose details on letter heads invoices and other paperworks there is no requirement to disclose the name of the business owners on websites. This is in contrast to limited companies who are required to disclose their identity by virtue of the Companies (Trading Disclosures) Regulations 2008. Therefor if a web site is advertising that it offers rentback, buy back, or other equity release products from a persons home there is no way of identifying who the person is despite the potentially large sums of money involved. Internet domain registry sites such as nominet, can refuse to provide this information to the general public. In the interests of transparency disclosure, as to the identity of sole traders and partnerships should be required where they have a commercial web-site online.
Robert Martinez said on July 1, 2011 at 10:12 am
I work for Trading Standards and yes there needs to be a rationalisation of legislation and regulations relating to business names. In my line of work I deal with legitimate and illegitimate businesses. The current burden on legitimate businesses to state who they are and where they are, is I feel not an onerous burden. All the respectable businesses I’ve dealt with have never objected to saying who they are, for example on invoices or websites. It is another matter for the itinerant and outright illegal businesses (and they are businesses that make good tax free profits).
Having a requirement to state who you are and where you can be found is essential for consumers to know who they are dealing with and if necessary where to seek redress.
I also allows for the punishment and harassment of illegal businesses.
Marcus Saban said on June 9, 2011 at 11:06 pm
Important that people know who they are dealing with, but silly to have the requirement scattered about in so many different places. One single set of Regs setting out sensible, easily-understood requirements would make things a lot easier for everyone. Giving misleading information would probably already fall within the 2008 Consumer Protection and Business Protections Regs – if it doesn’t, make it so. Also move into these proposed common-sense Business Names Regs the bit(s) in the 2006 Act about business names that mislead as to the nature of the business? (Something needs to be done about the 2006 Act, it’s far too big).
christine Smith said on May 13, 2011 at 2:50 pm
It is important that the consumer is informed as to who owns a business and the ACT requires that the business shows the name on thier premise, this is relevant if you wish to take legal action against the busines, without this it may be possible for the trader to deny you access to the correct name. It is important that this element of the Act remains.
Chris Robinson said on February 2, 2012 at 7:09 pm
Display at the premises does not achieve this as legal action is usually based on contract and you cannot assume the company displaying the name is the one you contracted with – often many names will be displayed on one building or the display is hard to find.
Michael Weedon on behalf of independent retailers said on May 6, 2011 at 1:52 pm
With nine regulations there is clear scope for consolidation and simplification. One sounds like a good number.
Julie Smith said on May 5, 2011 at 1:03 pm
It is very important that businesses are upfront about their legal identity particularly when things go wrong as you cannot instigate proceedings, whether civil or criminal, unless you know who they are legally. Removing these simple requirements would be a rogue’s charter to hide behind.
Lynne said on April 21, 2011 at 12:30 pm
It is very important that these Regulations stay, as consumers need to know who they are doing business with. If traders do not display this information consumers will be at a detriment as they will not know who to pursue through the courts if things go wrong.
For the small amount of work it means for the business it is a huge help to the consumer, and the Trading Standards Departments up and down the country who have to deal with traders when things go wrong. If a business has nothing to hide then why not display all of the details?> In my opinion, only those who wish to hide something who do not want to comply!
Melanie said on April 15, 2011 at 1:42 pm
Merge them together. I can’t believe Britain is so efficient that it needs nine regulations to regulate business names.
Chris Robinson said on April 13, 2011 at 4:58 pm
The requirement to display the full name of the company at its registered office and other premises serves no useful purpose and should be scrapped. No-one relies on it, many premises have to display multiple names, it is largely ignored and it is impossible to comply in some cases, eg shared or rented premises where the company has no right to display signs, where signs require planning permission, where access is not avaialble to the public when the premises are closed etc. I have to display my company name at my house where people can see it even when I am out, even though I do not receive business visitors. An obligation on a company to disclose its name and registration details on request (eg to the toehr party to a contraact with it) would be far more useful.
Edward Dawes said on April 11, 2011 at 9:13 am
The Companies Act 2006 (s66) states that a compnay must not be registered with a name that is the ‘same as’ another name already appearing on the register.
In addition to this, we also have, of course, the common law of ‘passing off’.
The Company and Business Names (Miscellaneous Provisions) Regulations 2009 (the “Regulations”) have now set out specifically what words and expressions are to be ignored for the purpose of woking out if another name is ‘the same as’ an existing name for the purposes of s66 of the Companies Act 2006. This has led to some absurd and, surely, unintended consequences.
For example, companies held within the same group (let us call them ‘Company A’ and ‘Company B’) have, as a result of the regulations, found themselves unable to swap names (even where the two names have been part of the same group, and held for many years), because a third party may, prior to the Regulations having taken effect, have legitimately incorporated a company with a name that, in consequence of the Regulations, is now deemed to me the same as the name of Company A or Company B.
We have actual experience of this issue having caused considerable difficulty for a public company which, having held certain names within its group for many years, found itself unable to swap the name of the holding company with that of one of its subsidiaries, as part of a group re-branding exercise, because of the subsequent incorporation (but before the Regulations became effective) by a third party of another name which, although clearly different from the names which the plc wished to swap (and so different as to mean that there was no question of the third party name constituting ‘passing off’), had the effect of prohibiting the name swap.
The Regulations provide no discretion to, say, the Register of Companies, to permit name changes which would otherwise be prevented by the Regulations, nor any other mechnism which can be deployed in order to avoid the absurdities that can arise in certain circumstances as a result of the Regulations.
G R ACIS said on February 3, 2012 at 5:07 pm
Agreed – these new “same as” regulations make it incredibly difficult to register company names which bear very little resemblance to each either. For example BIS LIMITED is deemed to be the “same as” a company named “BIS UK GROUP SERVICES LIMITED”. The law of passing off is perfectly adequate.
A client of mine with a company registered before the Regulations came into force was unable to carry out a name-swap with a new group company because another totally unrelated company had already registered a company with a name judged to be the “same as” my client’s existing company name. Eventually my client had to agree to pay this third party simply to use a company name it had already been using for years.
Peter William Reed said on April 8, 2011 at 9:42 pm
Thirty two years ago I started what was one of the first Private Ambulance Services in the North West and again the first medical repatriation Service to cover Europe on behalf of the holiday Insurance companies. Seven Year ago due to ill health the business was handed over to my sons who have operated it well since then. However, more and more regulation costs money each time and over recent years the NHS Trusts have become reliant on such services to supplement the failings in the NHS ambulance services. This has come at a price for most of the trusts have delayed contract tenders because of their financial situation. and therefore have been extended
on a three months basis. The service provided by Pennine Ambulance has been well received and much appreciated by the Trusts that they provide to. The contracts they cater for should have all been tendered for well before the registration with the care quality commission came into force on the !st April 2011. Because of the costs involved complying with all aspects of the registration,some of which have no direct link toservice provision many services have held back from registering and because of the lack of funds and realistic contract periods they have or will make the decision to cease trading or in due course many will be forced into that position. Contracts awarded to NHS Ambulance services are for five year periods. To the private sector two years. The playing field is very uneven and the private sector are expected to charge rates which have become unrealistic. In 2003 a realistic profitable rate for a two man stretcher crew and vehicle was £60 per hour operational. Eight years on the private sector are expected to charge a rate of around £35 per hour operational. Fuel cost s alone have increased the private sectors overheads enormously. The NHS is in chaos. but so to are all the small businesses that are floundering around the edges because there is no definitive structure to the contractual priciples of out scourcing. The basic principle of quality is not available without cost. The famous saying of you get what you pay for is very true. The CQC on the right hand can not expect contractors to comply to regulations that ensure the highest quality of provision if the Trusts and others on the left hand want to pay peanuts for a quality service. Provision of a £40,000 equipped vehicle with a two man trained crew, working unsociable hours at £35 per hour. compared to a White Goods repair man who charges £30 initial call out makes no sense at all. Someone really needs to get their jobs worth hat on and look at this with a common sense approach not a desk workers ideas man illogical style of management. I can understand my sons frustration with the increase in regulation after regulation which all cost but more so because the same people ie the Government agencies requiring such services are reducing the money they are prepared to pay for them. I must point out that I have been a Conservative voter for many years and realize that the state of the economy is very fragile but also realize that the inroduction of new regulation will be the nail in the coffin of many such companies who are finding oit hard to survive at this time anyway. Delay would have been a better idea. This legislation could have waited twelve months or so until the economy or the stabilisation of the NHS was more stable. Backburner would have been more practicable with a twelve months notification that it was on its way and then those who were involved could look at the figures and make a decision as to whether or not it is worth tendering for NHS funded contracts. I thank you for your time however, I fear that this is too late and many small businesses not just ambulance services will cease trading because of the ambiguity ot the system operating at the moment. If Pennine Ambulance decide that this is the case a minimun of twenty full time employees join the job seekers.
[personal details deleted]