No. Several regulations can affect your choice. For example, all company names must end with the words: "Limited", "Unlimited", "Public Limited Company", or their abbreviations or Welsh equivalents. Certain companies may apply for exemption from using 'Limited'.
COULD MY CHOICE OF NAME BE REJECTED?
Yes, if: it is "the same as" a name already on the index. It includes the words "limited", "unlimited" or "public limited company" anywhere except at the end of the name. This applies equally to abbreviations or the Welsh equivalent of the words. It is offensive. Its use would be a criminal offence. In addition, some names need the approval of the Companies House before they can be registered. These include names which contain words prescribed by regulations and names which suggest a connection with central or local government. If these categories are avoided, you can normally have your choice of name.
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WHAT DOES "THE SAME AS" MEAN?
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, and words like 'company' (or 'co')", 'and' (or '&'). A name that sounds the same as one already on the Company Names Index may be accepted if the two names are spelt differently. For example, if the name "hands limited" is already registered, then the following would be rejected: Hands Public Limited Company (or PLC); H and S Limited (or Ltd); H & S Limited (or Ltd); any of the above, with the addition of 'Company' (or 'Co'), 'and' (or '&').
You should be aware that if you adopt a name which misleads the public into believing that your business is that of another business - for example, trading as a department store under the name "Harrods" - then you may face a legal action for "passing off" by the person whose business you have affected. Registration of a name by Companies House is no guarantee that you are safe from such an action.
WHICH NAMES NEED APPROVAL?
Names which need approval are those which include words or expressions set out in statutory regulations and names which give the impression that the company is connected with HM Government or with a local authority.
Names that suggest a banking activity. Following the repeal of the Banking Act 1987, company names that include bank, banker, banking or deposit no longer need approval. However, using words that suggest a banking activity implies that the person using the name is carrying on a banking business and is therefore accepting deposits - a regulated activity under the Financial Services and Markets Act 2000.
Therefore, the person would normally need to be an 'authorised person' or to have exemption under the Act. Use of a banking name by a person who is neither authorised nor exempt under the Act could be material to whether an offence has been committed under section 24 of the Act. A person may, however, be able to establish that the way that he carries on his business means that those who deal with him would not understand him to be an authorised person.
WHAT ARE 'SENSITIVE WORDS AND EXPRESSIONS'?
These are words and expressions that, when used in a company name, may imply business pre-eminence, a particular status or a specific function. For this reason, they have been prescribed in regulations as requiring the approval of the Secretary of State. The aim is to ensure that use of the word is justified so that the public is not misled by the name. Companies House act on behalf of the Secretary of State in dealing with applications for approval of such words and expressions.
WHAT TYPES OF WORDS AND EXPRESSIONS ARE SENSITIVE?
The following words imply national or international pre-eminence:
British: Approval of this word in your company name will depend on how it is used. Normally the Secretary of State would expect the company to be British owned. You would need to show that the company is pre-eminent in its field by providing supporting evidence from an independent source such as a Government department or a trade association. If the word "British" is qualified by words that do not describe an activity or product, for example by using a "made-up" word, then evidence of pre-eminence is not necessarily essential. But you would be expected to show that your company is substantial in relation to its activity or product and that it is eminent in its own field.
England, English, Scotland, Scottish, Wales, Welsh, Ireland or Irish: If you wish to use these words as a prefix to your company name, the rules are similar to those for "British". You will usually be given approval to use any of these words as a suffix if you show that the company has its main place of business in the country concerned. If you want to use one of these words because it is a surname, you will usually be given approval if the company name includes forenames or initials.
General Advantages of UK Private Limited Companies:
1. Liability is, in the vast majority of cases, strictly limited to the investments made by the shareholders. 2. Company Officers are not personally liable for their actions unless there is a clear and serious breach of their fiduciary duty. 3. Limited companies often benefit from greater prestige than their sole proprietorship or partnership counterparts. The reason is because such an enterprise normally requires more planning and thus is deemed more credible. 4. Limited companies often benefit from significant tax advantages. In fact, many countries around the world give exclusive tax incentives to this type of entity. 5. The rights of shareholders are normally clearly defined and protected. 6. Corporate taxes only become payable after the end of the financial year. This means money that would otherwise be taxed on a monthly or quarterly basis, is available to earn further interest before the final payment of tax. 7. You need only appoint one Director and one Shareholder. 8. Directors can be corporate bodies or private individuals. 9. A Director can be of any nationality. 10. All companies must appoint a company Secretary who can be of any nationality.
European: Names which include this word will not be approved if they unjustifiably imply a connection with official bodies of the European Union. If there is a genuine connection with an official body, the name may be allowed if the appropriate body supports the application.
Great Britain or United Kingdom: If you wish to use these expressions as a prefix, or to use "of Great Britain" or "of the United Kingdom" as a suffix, then the criteria are the same as for "British". If the words are used as a suffix to the name, they are normally allowed without difficulty. Using the initials "GB" or "UK" in your company name does not require approval.
International: If you wish to use this word as a prefix, you need to show that the major part of the company's activities is in trading overseas. If you wish to use it as a suffix, then approval will usually be given if you can show that the company operates in two or more overseas countries.
National: The criteria for use of this word are the same as for "British".
The following words imply business pre-eminence or representative or authoritative status:
Association, Federation or Society: If you wish to use one of these words, your company would normally be limited by guarantee. Each member should have one vote and the constitution should contain a non-profit distribution clause. This provides that any profits should be used to further the objects of the company and not be paid to the members as dividends.
Authority, Board or Council: If you want to use any of these words, you should ask us for advice.
Institute or Institution: Approval for use of these words is normally given only to those organisations which are carrying out research at the highest level or to professional bodies of the highest standing. You will need to show that there is a need for the proposed institute and that it has appropriate regulations or examination standards. You will need evidence of support from other representative and independent bodies. The criteria are fully explained in the questionnaire you will receive when you apply for a company name that includes one of these words.
The following words imply specific objects or functions:
Assurance, Assurer, Insurance, Insurer, Re-Assurance, Re-Assurer, Re-Insurance or Re-Insurer: If the name is needed for an underwriting company, Companies House will normally seek further advice. However, if you want to use the name for a company that will only provide insurance services, then you should include the appropriate qualification, for example "Agents", "Consultants" or "Services", in the name.
Benevolent, Foundation or Fund: Names that include any of these words will normally be refused if they imply that the company has charitable status. If the company is limited by guarantee and has a non-profit distribution clause in the memorandum of association, then the name will normally be approved.
Chamber of Commerce, and/or Trade and/or Industry and/or Training and Enterprise: If you wish to use a name that includes one of these expressions, Companies House will consult the Association of British Chambers of Commerce before considering whether to give approval. Charter or Chartered: Names that include these words will be refused if they unjustifiably give the impression that the company has a Royal Charter. If the words are used to qualify a profession, Companies House will seek the advice of the appropriate governing body before considering whether to give approval.
Charity: Approval for a name including this word normally depends on the company being registered with the Charity Commission. A company's objects should be charitable and the Memorandum should contain a non-profit distribution clause.
Co-operative: Any company wanting to use this word should normally be limited by guarantee with each member having one vote, and include a non-profit distribution clause in the memorandum of association. However, a company limited by shares may also be permitted to use "co-operative" in its name in some circumstances. In either case, Companies House may ask you to provide more detailed information before giving approval.
Friendly Society or Industrial and Provident Society: Companies House will refer names which include these expressions to the Registrar of Friendly Societies for advice.
Group: If use of this word implies several companies under one corporate ownership, then you will need to provide evidence of association with two or more other British or overseas 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.
Holding(s): A company wishing to use this word must be a holding company as defined under section 736 of the Companies Act 1985.
Patent or Patentee:A name including either word will only be approved if it does not contravene the Copyright, Designs and Patent Act 1988.
Post Office: Companies House are likely to seek advice on applications that include these words.
Register or Registered: Companies House treat every application for use of these words on its merits. Generally, Companies House will seek advice from the appropriate governing body if names that include these words are linked with a professional qualification. The name will not be registered if it unjustifiably implies a connection with HM Government or a local authority. If such a connection actually exists, the name may be allowed if the appropriate body supports the application.
Sheffield: If you wish to use a name that includes the word "Sheffield", Companies House will need to establish details of the company's location and its business activities. Companies House will also consult the Company of Cutlers in Hallamshire.
Stock Exchange: Names including this expression will normally be refused unless there are special circumstances.
Trade Union: Names including this expression will normally be refused unless they conform to legislation relating to trade unions.
Trade Union: Names including this expression will normally be refused unless they conform to legislation relating to trade unions.
Trust: The word "trust" can be used in many different senses. Each application is dealt with on its merits but the main uses of this word are as follows: Charitable Trust - these companies need to have charitable objects and a non-profit distribution clause in the Memorandum of Association. You will be asked for confirmation that you have made, or will make, an application for registration as a charity with the Charity Commission. Scottish companies wishing to use the expression "charitable trust" will need to apply to the Inland Revenue in Edinburgh as the Charity Commission has no jurisdiction in Scotland.
Educational Trust or Artistic Trust - such companies should have a non-profit distribution clause in the Memorandum of Association and the name should reflect the nature of the trust. The promoters should be of high standing in the field. Enterprise Trust - these companies must have a non-profit distribution clause in the Memorandum of Association and they must be able to provide evidence of support from, for example, local authorities, businesses or banks. Family Trust - such companies must be non-profit distributing and the objects must reflect the nature of the trust.
Names of family trusts will usually be approved if the name as a whole identifies the company as such. Financial Trust or Investment Trust - if you wish to use these expressions, you will need to provide a written assurance that substantial paid-up share capital or other funds will be achieved within a reasonable period after incorporation. Pensions or Staff Trust - the names of such companies must include the name of the parent company, and the objects of the company must include the operation of pension funds. Unit Trust - if you wish to use this as part of your company name, you should seek our advice.
USING 'LIMITED'
Limited companies must normally have the word "limited" (or its Welsh equivalent "cyfyngedig") as part of their company name. This may be abbreviated to "ltd." (or "cyf."). However, under Section 30 of the Companies Act 1985, some company names need not include the word "limited" if they satisfy certain criteria. A company which takes advantage of such an exemption will also: be exempt from the Companies Act 1985 in relation to the publication of its name; and will not have to send lists of members to the Registrar.
WHAT KIND OF COMPANY CAN BE EXEMPT FROM USING 'LIMITED' IN ITS NAME?
To be exempt, a company MUST be a private company limited by guarantee; the objects of the company MUST be the promotion of commerce, art, science, education, religion, charity or any profession; and the Memorandum or Articles of association MUST say that:
What kind of company can be exempt from using 'limited' in its name? Any profits, or other income, are to be spent in promoting the company's objects. No dividends are to be paid to members. If the company is wound up, all the assets are to be transferred to another body which has similar objects, or which promotes a charity.
In addition, a company which was a private company limited by shares on 25 February 1982 may also be exempt if it did not include "limited" in its name because it had a licence under section 19 of the Companies Act 1948 and complies with the requirements set out above.
IF MY COMPANY QUALIFIES, HOW DO I CLAIM THE EXEMPTION?
When your company is being formed, you must make a statutory declaration on Form 30 (5) (a) and send it to the Registrar with your incorporation documents.
DIRECTIONS TO CHANGE A COMPANY NAME
A direction to change a company name is a legal instruction for a company to pass a resolution adopting a new name and to register the change at Companies House within a specified time. A direction may be issued, for example, as a result of an objection being lodged by an interested party because one name is 'too like' another.
OVERSEAS COMPANIES
The same rules that govern the use of names for British-registered companies apply to the names of overseas companies and their branches registered under Part XXIII of the Companies Act 1985. If the name is not acceptable, the company will receive a notice to change it.
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