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Companies Act 2006 - Statutory Instruments

Company and business names SIs

The main legislation is the Companies Act 2006, and the following regulations supplement the Act.

For more information on company names go to:

• Company names
• Passing off
• Changing a company name
• Protecting a company name

This page contains the Statutory Instruments relating to company names and business names.

The Company Names Adjudicator Rules 2008/1738
These provide rules for proceedings before a company names adjudicator to consider an objection to a company's registered name because it is either the same as one in which the applicant has goodwill or is so like such a name as to be likely to mislead by suggesting a connection between the company and the applicant. In particular, these Rules provide for:

• how an application is to be made;
• the service of documents and the consequences of failure to serve them;
• the form and manner in which evidence is to be given;
• circumstances in which hearings are and are not required;
• when proceedings are held in public;
• time limits and extensions to time limits;
• the fees to be charged;
• security for and the awarding of costs (and expenses).

There are no property rights in a company's registered name as such. However a registered name may include a trade mark or word in which either the company or another person has property rights. As explained by the Minister during Standing Committee D's consideration of a proposed amendment, the purpose of CA sec69 to sec74 is:
"... to address the problem of opportunistic registration, referred to by Opposition Members, by which I mean the sharp practice of registering a company in a name that the opportunist realises is about to be used by someone else."
"I understand that when Glaxo and Wellcome plcs held merger negotiations someone registered a company in the name of Glaxo Wellcome Ltd and then sought to bargain with those plcs for the release of the name. Clearly, that was an abuse of the registration process. It would have been equally so had the registration been because the opportunist believed that a company big outside the UK was about to establish itself here." (Fifth sitting, 22 June 2006, Hansard cols.138)

UKIPO operates the Registrar of Trade Marks tribunal which was set up under the Trade Marks Act 1994 and which deals with similar conflicts. It is intended to appoint members of this tribunal as the first adjudicators.

The Company and Business Names (Miscellaneous Provisions) Regulations 2009/1085
These Regulations deal with restrictions relating to the registered name of a company and to business names.
Part 2 is about company names. The characters that are permitted to be used in the name of a company are set out in regulation 2 and Schedule 1 (and consequently characters in lower case, ligatures, accents and other diacritical marks are not permitted in the name).
Regulation 3 allows private companies limited by guarantee to be exempt from the requirement in CA 2006 sec59 to use the statutory indicator ("limited" or its permitted alternative) as part of the company name provided that certain conditions are met. These conditions relate to the objects of the company, the application of its income, the payment of dividends and return of any capital, and asset transfer on winding up.
Regulations 4 to 6 and Schedule 2 set out restrictions on the use of certain words, expressions and abbreviations in the name of certain types of company. Regulation 4 relates to all companies registered under the Act, regulation 5 to companies which are exempt from the requirement of sec59 of the Act and regulation 6 to unlimited companies.
Regulation 7 and Schedule 3 set out the matters to be disregarded and the matters to be regarded as the same in determining whether a name to be registered under the Act is the same as another name appearing in the registrar's index of company names.
Regulation 8 sets out the circumstances in which a company or other body can consent to the proposed registration of a name that would otherwise be considered the same as an existing registered name.
Part 3 is about overseas companies' names. An EEA company may always register its corporate name provided that name complies with regulation 2 (see sec1047(3) and (5) of the Act) and regulations 10 to 12 must be read accordingly.
Part 4 deals with restrictions on business names (i.e. names used by any person carrying on business in the United Kingdom) (regulations 13 to 15 and Schedule 2).

The Company, Limited Liability Partnership and Business Names (Miscellaneous Provisions) (Amendment) Regulations 2009/2404
These Regulations correct errors in the Company and Business Names (Miscellaneous Provisions) Regulations 2009 (S.I. 2009/1085) (above) ("the Principal Regulations").
Regulation 13 of the Principal Regulations permits certain bodies corporate to carry on business under a name that includes the word "limited" (or its Welsh equivalent, "cyfyngedig") even though they are not companies incorporated under the Companies Act 2006 or earlier companies legislation. Regulation 2(2) of these Regulations adds two further categories to those corporate bodies.
Regulation 2(3) of these Regulations corrects an abbreviation in Schedule 2 to the Principal Regulations and adds "industrial and provident society" to the list of specified expressions. These Regulations make the same changes to Schedule 2 as applied to limited liability partnerships by regulation 10 of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804).

The Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2009/2615
Under CA 2006 sec55(1) and sec1194(1) including sec55(1) as applied to limited liability partnerships by regulation 8 of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), a person must obtain the approval of the Secretary of State to register a company or LLP by a name, or carry on business in the United Kingdom under a name, that includes a word or expression that is specified in regulations made by the Secretary of State.
Part 1 of Schedule 1 to these Regulations sets out which words and expressions are specified by the Secretary of State as requiring prior approval for use in the names of companies, LLPs and businesses, and Part 2 of Schedule 1 sets out words and expressions that the Secretary of State is specifying as requiring prior approval when used in the names of companies or LLPs only.

The Companies Act 2006 (Substitution of Section 1201) Regulations 2009/3182
These Regulations replace CA 2006 sec1201 to ensure that this provision complies with Article 16 (freedom to provide services) of Directive 2006/123/EC of the European Parliament and of the Council of 12 December 2006 on services in the internal market (OJ L 376, 27.12.2006, page 36).
The new sec1201 (when taken together with sec1200 and sec1202) has the effect that individuals and partnerships that carry on business in the United Kingdom under a business name are required to disclose on all business documents etc an address in the UK for service of documents relating to the business if they have a place of business in the UK, and if they do not have a place of business in the UK, they are required to disclose an address, whether or not in the UK, at which service of documents can be effected by physical delivery and the delivery of documents is capable of being recorded by the obtaining of an acknowledgement of delivery.

The Company, Limited Liability Partnership and Business Names (Public Authorities) Regulations 2009/2982
Under CA 2006, sec54(1)(c) and sec1193(1)(c) consent is required to register a company by a name, or carry on business in the UK under a name, that would be likely to give the impression of connection with a specified public authority. These Regulations specify the public authorities for these purposes and the Government department or other body whose consent must be given.

These Regulations do not apply to names already lawfully in use when these Regulations came into force.

The Limited Liability Partnerships (Amendment) (No. 2) Regulations 2009/2995
These Regulations amend the application of CA 2006, sec54 to LLPs so as to apply Article 9 of the Government of Wales Act 2006 (Consequential Modifications, Transitional Provisions and Saving) Order 2009 (S.I. 2009/2958). That Regulation amends sec54(1)(a) in relation to companies proposing to register with a name that includes reference to the Welsh Assembly Government. These Regulations extend that amendment to LLPs.