UK Company Names
It is important to check whether your chosen name is similar to any other names already on the register.
This company guide explains:
- 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;
Restrictions on your choice of company name
Briefly, the restrictions are that:
- you cannot register the same name as another company
- the use of certain words is restricted
- names likely to cause offence are not allowed
If your chosen name is too like another name, an objection could be made within the 12 months following the incorporation of your company and you could be directed by the Secretary of State, to change the company's name.
In addition if there is a trade mark registration or application for or including a trade mark which is identical or similar to the company name you have chosen you may face legal action for a trade mark infringement. You can check the trade marks register at The UK Intellectual Property Office
Based on the UK, here are some ground rules for different types of sensitive names:
- You will need to provide evidence of association with two or more limited 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.
- You cannot use this word in your proposed name unless the company is a holding company as defined by the Companies Act.
- You will need to provide evidence of holding 50% of the share capital of another company.
- If you wish to use this word as a prefix, you need to show that a significant part of the company's activities is in trading overseas.
- You must also state the country/countries you are trading overseas with.
- If you wish to use the word International elsewhere in the name, you will need to confirm that the company trades overseas in at least one country.
- For a company to use any of these words they would need to be limited by guarantee and the articles of association should include a non-profit distribution clause which provides that any profits should be used to further the objects of the company and not be paid to the shareholders as dividends. The articles should also include a one member one vote clause.
- If the company is a residents or tenants association these requirements do not apply. In this case, each member should only have one vote in the company, and official company documents should contain a not for profit distribution clause.
- For a company to use any of these words they would need to be limited by guarantee with each member having one vote and include a non-profit distribution clause in the articles of association. The articles should also reflect the purpose of the company.
- This would only be approved for existing organisations which are carrying out research at the highest level or to professional bodies of the highest standing. These organisations are established in the field but operate under a different name
- You will need to explain why there is a need for the proposed institute or institution and that it has appropriate regulations or examination standards
- Also, support from other independent or representative bodies would need to be shown to support your application.
| Benevolent, Foundation, Fund
- Companies will need to be limited by Guarantee and have a non-profit distribution clause to be approved.
- These words will not be allowed if they give the false impression of charitable status.
- There are various restrictions on the use for this word.
- Financial or Investment Trust - to use either of these terms, a written assurance needs to be provided that substantial paid-up share capital or other funds will be achieved within a reasonable period after incorporation.
- Pensions or Staff Trust - The name of the company must include the parents company name
- Unit Trust - subject to some criteria, seek advice from the local registry if this name id required
Names needing a non-profit clause in their Memorandum of Association, other criteria are detailed below:
- Charitable Trust - the objects of the company must also be charitable
- Educational or Artistic Trust - founders should be in high regard within their field
- Enterprise Trust - evidence of business enterprise from an official body such as local government, other businesses or banks
- Family Trust - name must identify the company as a family trust
| Assurance, Insurance
- If a company intends to act as an underwriter then the registry will seek independent advice. If they want to only provide insurance services then they must include a word such as 'agents', 'consultants' or 'services' in their company name.
- The same rules also apply to: Assure, Insurer, Re-assurance, Re-assurer, Re-insurance or Re-insurer
These are words that, when used in a company name, implies business pre-eminence, a particular status or a specific function. Therefore they require approval of the Secretary of State so that the public is not misled by the name.
There are restrictions for any name that requires approval of the government or the Royal Family.
Royal; Bank; Building Society; Chamber of Commerce; Chartered; Trustee; Imperial; Savings; Underwriting; Indemnity; Surety; Guarantee; Municipal.
Words which imply national or international pre-eminence:
Words which imply business pre-eminence or authoritative status:
Words which imply specific objects:
||Industrial & Provident Soc
Company Name approval
- If you choose a name that includes any of the words listed above, you will be asked to supply supporting information or you will need to write to the relevant body to ask if they have any objection to your use of the word or expression in your company name. When you write to the Secretary of State at Companies House, for approval of the name, you must enclose a copy of any reply you have received from the relevant body.
- 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 before the name can be registered.
Choosing a Company Name
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. A name that sounds the same as one already on the Company Names Index may be accepted if the two names are spelt differently.
Changing a Company Name
The company must pass a special resolution in a meeting, or the members (representing not less than 75% of the total voting rights) may agree a written resolution that the name of the company be changed to the new name. A signed copy of the resolution containing the new name should then be sent to the Registrar. A copy of the amended memorandum and articles must also be sent in at the same time as the change of name resolution(s). 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.
A company may be directed to change its name:
- 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.
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. The onus is on you to verify that the name is free for use.