Company names

A company's name is an important asset. When starting a new business or changing a company's name the name has to be chosen carefully to avoid infringing the rights of established businesses, and to ensure that it complies with the requirements of the Companies Acts. It may also be important to have it registered as a trade mark. Having the name registered as a trade mark will give it much greater protection.

Choosing a name for your new business
 Great care must be taken when setting up a company to ensure that it has a name which meets all the statutory requirements, does not infringe the rights of others (who may bring legal proceedings involving both cost and disruption to the new business) and which is adequately protected against others who may seek to use the name in the future. Go onto the Incorporation Services Limited website to check the availability of a company name.

Companies Acts requirements
Under the Companies Acts a new company name must:
end in 'Limited' or 'PLC' (etc.),
must not be the same as one already registered,
must not contain certain sensitive words without permission
suggest connection with the government
must not be offensive.

Care must also be taken to see that the name is not too like one already registered because of the risk of being sued for passing off.
A new Company Names Adjudicator (or Tribunal) deal with opportunistic registrations using the names of famous companies.

1. Ending in 'Limited', etc.
A private company's name must end with 'Limited' (or 'Ltd') and that of a public company must end in 'public limited company' or 'PLC'. This is intended as a warning to those dealing with the company that the members' liability is limited. The names of Community Interest Companies must end in 'Community Interest Company' or 'CIC', and there are Welsh language equivalent phrases for all these terms. There is an exemption for some non-trading companies limited by guarantee, such as charities.

2. It must not be the same as a name already registered
 For these purposes, certain things are ignored when determining whether one name is the same as another. Much stricter rules came into effect for companies registered from 1st. October 2006. The new rules are:

1. "Limited", "Ltd", "Unlimited", "plc", "LLP" and various similar terms must be ignored.

2 The following are treated as the same:

3. The following must be ignored when deciding whether names are the same:

a blank space, a full stop or @, followed by:

biz, co; co uk, co.uk, com, company, EU, exports, GB, Great Britain, group, holdings, imports, net, NI, Northern Ireland, org, org uk, org.uk, services, UK, United Kingdom, Wales (and a whole lot of Welsh words). (So Smith & Jones Ltd is the same as Smith & Jones.co.uk plc, etc.)

4. The following must also be disregarded:

Similar names
If a name is only very slightly different from one already registered, it will be accepted for registration but there could still be potentially serious problems if the name is too like one already in use (see below).

3. Sensitive words
 The following words can be used only with permission from Companies House or some other body:

Abortion
Anzac
Apothecary
Architect
Association
Assurance (and assurance broker and assurer)
Authority
Benevolent
Board
British
Building Society
Chamber of Commerce (or Chamber of Industry or Chamber of Trade, Chamber of Training, Chamber of Enterprise)
Charity (and charitable)
Charter (and chartered)
Chemist (and chemistry)
Chiropodist
Chiropractor
Contact lens
Co-operative
Council
Credit Union
Dental (and dentist and dentistry, dental surgeon and dental practitioner)
Deposit
Dietician
District Nurse
Drug (and druggist)
Duke
England (and English)
European
Federation
Foundation
Friendly Society
Fund
Geneva Cross
Giro
Government
Great Britain
Group
Health Centre
Health Service
Health Visitor
Her (and His) Majesty
Holding
HPSS (Health and Personal Social Services)
HSC (Health and Social Care)
Industrial and Provident Society
Institute (and Institution)
Insurance (and insurance broker and insurer)
International
Ireland (and Irish)
King
Medical laboratory
Midwife (and midwifery)
National
NHS
Nurse (and nursing)
Occupational therapist
Olympiad(s), Olympian(s), Olympics(s)
Optician
Optometrist
Orthopist
Paralympic(s), Paralympiad(s), paralympian(s)
Patent (and patentee, Patent Office, Patent Agent)
Pharmacist (and pharmaceutist, pharmaceutical, pharmacy)
Physiotherapist
Police
Polytechnic
Post Office
Pregnancy termination
Prince (and princess)
Queen
Radiographer
Red Cross, Red Crescent, Red Lion and Sun
Re-assurance (and re-assurance broker)
Register (and registered)
Re-insurance (and re-insurer)
Remedial gymnast
Royal (and Royale and Royalty)
Scotland (Scottish)
Sheffield
Society
Solicitor (Scotland)
Special school
Stock Exchange
Technician
Termination
Trade Union
Trust
United Kingdom (and UK)
University
Veterinary (and vet and veterinary surgeon)
Wales (and Welsh)
Windsor

Permission is quite easily obtained for some of these words, but can be very difficult for others. Obtaining permission will usually cause some delay to the registration of the company and an additional cost.

4. Government connection
 The name must not suggest connection with the government or a local authority.
For example 'Home Office Supplies Limited' or 'Lambeth Housing Services Limited' could be objected to on these grounds.

5. Offensive names
 The name must not be offensive. This is not often a problem, but Companies House sometimes regard some surprisingly commonplace words to be offensive (e.g.. 'Firkin' and 'Knickers'). Such objections can sometimes be overcome by presenting arguments to the Registrar.

Non-statutory considerations
 Even if a company name is accepted by Companies House, that is not the end of the matter. The name, though registered, may be the too like one already registered, or could be the cause of a legal action for passing off or infringe a trade mark.

Name 'too like' an existing name
 If a company is registered with a name which is similar to that of an existing registered company, the original company may be able to persuade Companies House to exercise its powers under sec7 of the Act to order the new company to change its name. Such an order can be made if the new company has been registered in a name which is 'too like' one which was already on the register. (Notice that Companies House will allow a name to be registered that is very similar to that of an existing company (provided it is not the same), and then, within 12 months after registration, order the new company to change its name because it is too like the one already there.). Go onto the Incorporation Services Limited website to check the availability of a company name.

Company Names Adjudicator (also known as Company Names Tribunal)
Company names adjudicators make decisions in disputes about opportunistic company name or LLP name registrations. The Tribunal deals solely with applications (complaints) made under sec69 of the Act. Opportunistic company name registrations share similar characteristics to opportunistic Internet domain name registrations (called cyber squatting). An example is when someone registers one or more variations of the name of a well-known company in order to get the latter to buy the registration(s). Another example might be where someone knows that a merger is about to take place between two companies and so registers one or more variations of the name that the newly merged company is likely to require. For more details see the Factsheet on the Intellectual Property Office website

Passing off
 The main restriction on the use of a name (for any business whether sole trader, partnership or company) is that the name used for the business, or a very similar name, may already be in use by an existing business. The other business may be able to sue for the tort of passing off.
For a successful passing off action the company suing must show that it is established in business under that name, or has some other right to its use, and that the start up company is conducting business in such a way as to infringe the original company's right to the use of their established name in such a way that the newcomer is likely to cause damage to the original company's business. The action is only usually available where the two companies are in a broadly similar line of business and the same or overlapping geographical areas. If the original company is successful, it will obtain an injunction to stop the new company using the name. Damages may be available if infringement persists and there is, of course, the risk of legal costs

It is important to note that a company being registered at Companies House is is no defence to a passing off action. This is why we it is essential to check a proposed company name carefully, looking for similar names as well as those that are identical. If in any doubt about any of these issues, contact Incorporation Services Limited.

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