In British law every company must be registered and must bear a name which is unique to that company. There are some important areas regarding the legal regulation of company names.
Duty to indicate the form of a company
Every corporate entity must denote its legal form at the end of its name. For example, a private company that is limited by shares must include the word “Limited” at the end of its name, although the word may either be written in full or abbreviated as “Ltd”.
There are also requirements about the display of a company’s name. A company must constantly display its full name on a sign at the – or any – address at or from which the business operates in order to make it clear with exactly which company one is dealing. An exception to this is when one runs the business from home. The Companies Act 2006 requires also that every UK limited company display its full name on all business stationery, including not only headed paper but also invoices and order forms, as well as on its e-mails and websites. On all of these the company must display also its jurisdiction of registration within the UK, i.e. whether it is registered within England, Wales, England & Wales, Scotland or Northern Ireland, its registration number and its registered address.
Exemption from using the word “Limited” or “Ltd.” in a company name
Under section 60 of the Companies Act 2006 a private company that is limited by guarantee, instead of by shares, may be exempt from including at the end of its name the word “Limited” or “Ltd” (or their Welsh equivalents, “Cyfyngedig” or “Cyf”). In order to do this, however, it must first apply for this exemption, which it may do provided that its articles of association:
- state that the objects of the company are the promotion or regulation of commerce, art, science, education, religion, charity or any profession, cause or activity which is incidental or conducive to any of those objects.
- require that its income be used to promote its objects.
- prohibit its members from receiving any dividends or return on capital.
- require that, upon the winding up of the company, all assets that would otherwise be available to its members be transferred to another body with similar or otherwise charitable objects.
To claim such an exemption after its registration/incorporation a company that is limited by guarantee must complete Form NE01 from Companies House.
Restrictions and Prohibitions
Certain words may not be used within the name of a company or even within a business name.
A business name is a name whereby a business is known. It might be a personal name, for example for a sole trader or for a partnership, or it might be a name under which a company trades other than its registered company name. Any individual or entity that carries out business in the UK may use such a business or trading name. Unlike the registered name of the company, however, it is not obligatory to use such a business name although, if one is used, it need not be registered but one may want to protect it as a trade mark. If such protection is desired then a trade mark may be registered through the UK Intellectual Property Office (UKIPO). It is worth noting, however, that if – for example – “ABC Limited” is trading as “XYZ”, then this must be made clear on the sign at the company’s premises, on its paperwork and on its website, on all of which it should display: “ABC Limited, trading as XYZ“.
Some important restrictions regarding the name of a company are as follows:
- A company may not be registered under a name whose use either causes offence or which is an offence in and of itself.
- A company name may consist of no more than 180 characters.
- A company name may not contain certain characters, signs, symbols, or punctuation.
- A company name must not mislead as to the nature of its business activities in any way that is likely to cause harm.
- A company name may not be the same as an existing registered name or trademark.
Some further aspects to these restrictions are as follows:
Names which are the Same
This includes a name whose only difference from an existing name is:
- certain punctuation.
- certain characters, for example a dash or “minus” sign.
- a word or character which is similar in appearance or meaning to that within an already existing name.
- a word or character used commonly in UK company names.
For example: “Smith’s Ltd” is, in effect, the same as “Smiths Limited” and is therefore most unlikely to be approved if the latter is already in use by another company.
A company may be registered with the same name as an existing company only if it will be incorporated within the same group as that other company or if the existing company, which already bears that name, provides a “letter of non-objection” which states its members’ consent to the new company being registered with the same name.
Names which are Too Alike
A company may need to change its name if there is a complaint about it and Companies House agrees that its name is too much like that of a company which is already registered.
For example, “Thx 4 the Mmrs Ltd” is too similar to “Thanks for the Memories Limited”. In such a case Companies House may oblige a company to change its name, even if it has by then been registered. The rules regarding the same group of companies or providing a “letter of non-objection” that apply regarding names which are the same apply also with regard to names which are too alike.
Any objection that the name of a company is too much like that of another should be delivered to the Secretary of State at Companies House within 12 months of the registration of the new company with the name in question. There is no set form for such an objection.
Sensitive Words and Phrases
There are some words and phrases that are not always forbidden within the name of a company but permission for their use should first be sought from the appropriate body. As a rule, these words and phrases are connected with government or public authority.
Firstly, within the UK a business may not be carried out under a name that would be likely to give any impression that the company is connected with Her Majesty’s Government or public authorities. For example, the words “Queen”, “King”, “Royal”, “Police”, “Law Commission” are certainly sensitive. These words and phrases require approval before they are used in a company or business name. For example, should one wish to include the word “Royal” in the company’s name then, if the company is to be registered in England or Northern Ireland, one ought first to seek permission from the Cabinet Office Constitutional Policy Team. (Were it to be registered in Scotland then it would be the Scottish Government Protocol and Honours Team and, if in Wales, then it would be the Branding Manager of the Communications Division of the Welsh Government). As a further example, before including the word “Tribunal” in a company name one should first consult the Ministry of Justice and so forth.
Secondly, words and phrases that could imply a connection with a particular government department, a devolved administration, a local council or any other particular public authority are also sensitive. In any such cases one must first seek either a “letter of non-objection”. For example, if “CIW” is to be used within the company name then a “letter of non-objection” should be sought from the “Care Inspectorate of Wales”. In other cases it should be ensured that the word or phrase intended for use does not imply any connection with a government department or body, for example “HM”, “Her Majesty’s”, “Agency”, “Authority”, “Assembly”. Any such check and/or seeking of permission must be carried out by those who wish to register the company and there is no set form or procedure for this.
Thirdly, some words and phrases are protected by other legislation. The use of these in the name of a company or business may constitute an offence. There is no exhaustive list of such words and, again, those who wish to register a company should first check for themselves to ensure that the proposed name is lawful. For example, the title “Bachelor of Medicine” is protected by The Medical Act 1983, so a person must appear as such on the register of the GMC (General Medical Council) in order to use this term in the name of a company or business. Furthermore, Companies House may demand proof that an organisation has approved the use of its name, or of any other word or phrase that is particular to the organisation, within the name that is proposed for a company. For example, before using the words “Citius Altius Fortius” in the name of a company, those who wish to do this should first seek the permission of the British Olympic Association, whose motto this is (its words, in Latin, meaning “Faster, Higher, Stronger”). Even if the Association were to grant permission for the use of its motto in the name of the company, then a copy of the Association’s letter which states this should be included with the application to register the company.
You can find further guidance about naming a company here, through the Companies House website: https://www.gov.uk/government/publications/incorporation-and-names.
You are also welcome to use our name search tool to check whether the company name that you would like to use is available. This links with a government database of registered company names to find out whether the limited company name that you would like to use is not already in use by another company and is therefore available at Companies House.