Choosing a Company Name

Choosing a Company Name

You can search the index of company names to ensure your chosen name is not the 'same as an existing registered company'. It is also advisable to check the Trade Marks Register to ensure that the proposed name is not identical or similar to an existing trade mark. The registration of a company name does not mean the name or part of a name might not infringe other laws such as trade mark law.

Can I choose any name I want for my proposed company?

There are a number of rules which apply to company names. If your company is:

• A private limited company – its name must end with " limited" or, if its registered office is in Wales, with "cyfyngedig" or with the permitted alternatives, i.e. "ltd" or "cyf", but a private company limited by guarantee can apply for an exemption if:
• the objects of the company are the promotion or regulation of commerce, art, science, education, religion, charity or any profession, and anything incidental or conducive to any of those objects;
• the company's articles:
  • 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
• A public limited company – the name must end with "public limited company" or "plc", with or without full stops. If its registered office is in Wales, it may end with "cwmni cyfyngedig cyhoeddus" or "ccc" with or without full stops.

There are a number of additional restrictions which apply to the main part of the company's name. Companies House administers these controls on behalf of the Secretary of State and will not register a company in a name if:

• its use would constitute an offence or it is offensive;
• the name suggests a connection with Her Majesty's Government or a devolved administration or a local authority or certain specified public authorities;
• the name includes a sensitive word or expression unless certain tests are satisfied and a statement of support by the appropriate government department or other official body is submitted with the application.
• it includes characters, signs, symbols and punctuation which are not permitted.
• it is identical to another name appearing on the index of company names or differs from another name in a trivial way, i.e. is effectively the "same as" an existing name. (A name that is effectively the "same as" another's may still be permitted if the two companies will be part of the same group and if the existing company agrees to the other taking the proposed name.)
• if any of the designators "limited", "ltd", "unlimited", "cyfyngedig", "cyf", "anghyfyngedig" is used but:
  • one or more characters have been omitted;
  • one or more characters, symbols signs or punctuation has been added; or
  • any one or more of these characters have been replaced with one or more other characters, symbols, signs or punctuation

What does 'same as' mean?

A name is the 'same as' another name appearing on the index of company names if it is either identical to an existing name or would be deemed to be essentially the same because the name differs only by minor elements which the law disregards when comparing the two names. For example, plurals or certain types of punctuation marks when comparing names are disregarded when comparing names. Examples of what are disregarded when comparing names are:

• any of the designated name endings (including permitted abbreviations with or without full stops or their welsh equivalents)
• words and expressions such as "biz", "co", co uk", "co.uk", "com", "company", "UK", "United Kingdom", "Wales", "Cymru", "net", "GB", "Great Britain", "org.uk", "services", "international"
• a blank space between or after a word, expression, character, sign or symbol;
• punctuation including a full stop, comma, colon, semi colon, hyphen, apostrophe, bracket, exclamation mark, question mark;
• permitted characters "*", "=", "#", "%" and "+" if they are used as one of the first three characters in a name;
• "s" at the end of a name;
• "the" and "www" at the beginning of a name.
• Additionally certain words and expressions are treated as if they were the same, for example, "and" and "&", "plus" and "+", "1" and "one", "6" and "six", "€" and "euro", "$" and "dollar", "%" and "percent", "@" and "at",

Are there any exceptions to the 'same as' rules?

Yes. Where 2 companies are in the same group, they may have names that differ only by certain specified words and expressions (such as "biz", "co", co uk", "co.uk", "com", "company", "UK", "United Kingdom", "Wales", "Cymru", "net", "GB", "Great Britain", "org.uk", "services" and "international"). This is permitted only if the member of the group whose name already exists consents to the other company adopting the name that differs from its own in this way. The application for the proposed name must include a copy of a statement in which the existing company consents to the other company adopting the proposed name and confirms it will be part of the same group

Examples of 'same as' names?

If 'Hands Limited' is already registered the following names would be rejected:

• Hand-S Limited or Ltd;
• H and S Public Limited Company (or PLC);
• H & S Services Limited (or Ltd);
• @H &S Limited (or Ltd);
• Hands: Limited (or Ltd);
• # H &S Limited (or Ltd);

Which names need approval?

You will need the Secretary of State's prior approval if the name you have chosen

• suggests a connection with Her Majesty's Government, a devolved administration or a local authority or a specified public authority ;
• a sensitive word or expression
• in the case of any name that requires approval a copy of the letter from the Government Department or Body stating that there is no objection to the proposed name being used must accompany the application to register the company. We are very experienced in forming companies with words and expressions that need approval and if you require assistance please do not hesitate to contact us.

What are sensitive words and expressions?

These are words and expressions which, when included in a company name, may imply business pre-eminence, a particular status or a specific function.

Is there a list of sensitive words?

In order to use any of the words set out in Appendix A, B and C to use these words you must obtain the support of the body or organization or regulatory authority

Could I have to change my company name after incorporation?

In general, a company can keep its registered name for ever, but there are circumstances in which a company can be required to change its name:

• within 12 months of the adoption of the name, if the Secretary of State upholds an objection that a newly-adopted name is "too like" an already existing name or if the name was incorrectly registered because it is the 'same as' an existing company name. Any objection must be made in writing within 12 months of the date of the registration of the name. If such an objection is upheld, then the company must change its name as directed and deliver the required documents within 12 weeks of the date of the direction.
• within 5 years of the company's adoption of the name, if misleading information has been given for the purposes of registration by a particular name for example for the approval of a sensitive name;
• within 5 years of the company's adoption of the name, if an undertaking or assurance given at the time of registration, for example support for a sensitive name has not been fulfilled;
• at any time, if the Company Names Adjudicator upholds an objection that the name is the same as one in which the objector has goodwill or is so similar to such a name that its use in the UK would be likely to suggest a connection between the company and the objector. Such an objection will be upheld if the objector shows that the main purpose in registering the name was to obtain money or other consideration from him or to prevent his registering the name. (It may also be upheld if none of certain other matters have happened or apply).
• at any time, if the name gives so misleading an indication of the nature of its activities that it is likely to cause harm to the public;
• at any time, if a company is no longer entitled to the exemption allowing it to omit "limited" or any of the permitted alternatives in its name.

What does 'too like' mean?

Any company that registers a name which is very similar ('too like') to an existing company name could be directed to change its name. When considering whether one company name is 'too like' an existing company name Companies House only considers the visible appearance or sound of the two names.

Normally, if the names differ by only a few characters or minor differences they are likely to be 'too like', for example, H &S Consultants Limited and H &S Consulting Limited. Most examples of 'too like' names also suggest a certain level of confusion.

If the names differ by one or more words, especially longer descriptive words they are unlikely to be 'too like'. For example, an existing company, H &S Consultants Limited might justifiably complain that the registration of H &S Consultants (Cardiff) Limited is a cause of confusion. This might be the case but the names are not 'too like' under the Companies Act and H &S Consultants (Cardiff) Limited would be allowed.

How do I object to a name?

If you wish to object to a name, for example because its similarity to your company name may lead to confusion between companies, you must write to the Registrar of Companies.

Can Companies House reject a 'too like' name when a company files its application to register a company?

You can only make objections on grounds of 'too like' after Companies House has registered the company.

Objection on grounds of opportunistic registration

Any individual or company can apply to the Company Names Tribunal for a company to be directed to change its name if they can show that the name was chosen with the principal intention of seeking money from him or preventing him registering the name where it is one in which he has previously acquired reputation or goodwill.