Guidance

Incorporation and names

Updated 15 July 2024

This guide will be relevant if you want to:

  • incorporate a company
  • check which names are acceptable for a company

This guide provides information on completing the most commonly used filings relating to this area. The guide is not drafted with unusual or complex transactions in mind. Specialist professional advice may be needed in those circumstances.

This guide sets out the main requirements for incorporating a company in the UK - England, Wales, Scotland and Northern Ireland. It includes information and advice about:

  • how to incorporate a limited company
  • the type of company you wish to incorporate
  • the company’s officers
  • choosing a company name including controls and restrictions
  • disclosure of company name and other information

If you use your home address as your service address or the company’s registered office, it will be freely available online to the public.

See our guidance on what information we make publicly available.

1. Incorporating a new company

1.1 Incorporation

Incorporation is the process by which a new or existing business registers as a limited company. A company is a legal entity with a separate identity from those who own or run it. The vast majority of companies are limited liability companies where the liability of the members is limited by shares or by guarantee.

A business cannot operate as a limited company until it has been incorporated at Companies House under the Companies Act 2006. Establishing your business as a company means the directors are required to file certain documents every year such as annual accounts and a confirmation statement. They must also inform Companies House about any changes, such as the appointment or resignation of directors or a change to the company’s registered office.

It may be worthwhile seeking professional advice from a solicitor or accountant before deciding whether an incorporated company is the best way for you to run your business.

1.2 Who can incorporate a company

One or more persons can form a company by subscribing their names to a memorandum of association and stating that they wish to form the company for lawful purposes. In law, ‘person’ includes individuals, companies and other bodies.

Children under 16 do not have the legal capacity to enter into a contract. The registrar will not normally accept an application for incorporation if we’re aware that the subscribers are under 16.

1.3 Types of company

There are 4 types of company:

  1. Private company limited by shares: This company has a share capital and the liability of each member is limited to the amount, if any, unpaid on their shares. A private company cannot offer its shares for sale to the general public.

  2. Private company limited by guarantee: This company does not have a share capital and its members are guarantors rather than shareholders. The members’ liability is limited to the amount they agree to contribute to the company’s assets if it is wound up.

  3. Private unlimited company: An unlimited company may or may not have a share capital but there is no limit to the members’ liability.

  4. Public limited company: A public company has a share capital and limits the liability of each member to the amount unpaid on their shares. It may offer its shares for sale to the general public and may be quoted on the stock exchange. There is further information about public companies

Read about Flat management companies, right to manage (RTM) companies and commonhold associations.

1.4 Method and fees

There are 3 ways to incorporate a company.

Digital software filing

Incorporations can be submitted digitally through suitably enabled software. However, many incorporation agents and software providers have developed their systems to the point where they are able to offer customers a web-based digital service (this is chargeable). This means that occasional as well as regular customers can apply for incorporation.

Many of the businesses shown on our list of software suppliers provide web-based services. Depending on the volume of filings you anticipate making, it may be more practical for you to use their services.

Read more about using software to file your company’s information.

The standard fee for digital filing is £50 (or £78 for the ‘same day’ service for applications received by 3pm Monday to Friday). Straightforward applications are normally processed within 24 hours.

Web services

The Set up a limited company and register for Corporation Tax service is the quickest and easiest way to register your company with Companies House and HMRC.

You can set up:

  • a private company limited by shares
  • a private company limited by guarantee (if you only have people as the guarantors and you’re not applying for an exemption from using ‘Limited’ in the company name)
  • a Community Interest Company (CIC)

The service offers document uploads for company names and articles of association.

It will also register your company with HMRC for Corporation Tax (and optional PAYE), so you don’t have to.

The set up fee is £50 (or £65 for a CIC). The fee is only payable by card or PayPal. There is no option to pay by Companies House online filing account, and there is no same day service.

Follow the step by step guide for setting up a limited company.

If you’re setting up a company on behalf of a client, and want to pay using your Companies House Online Filing Account, then use the Web Incorporation service.

Straightforward applications sent using our web services are normally processed within 24 hours.

Paper filing

It costs £71 to send a paper application by post. It takes longer to process paper documents.

Make your cheque or postal order payable to Companies House.

1.5 Documents required to incorporate a company

To incorporate your company you must file the following documents:

  1. Application to register a company (form IN01) and the fee
  2. Memorandum of association
  3. Articles of association (unless you adopt model articles in their entirety)
  4. Additional information if your application includes a sensitive word or expression

You may not be able to incorporate your chosen company name if it’s the ‘same as’ another name appearing on the registrar’s index of company names. There is an exception to this if an existing company (or LLP or other body on the index) is part of the same group as your company and consents to the use of your proposed name.

See choosing a company name.

1.6 Proposed name

You cannot reserve a proposed name.

We cannot guarantee to process applications in strict order of the time or date we receive them. Documents filed online are usually processed quicker than paper documents sent to us by post.

1.7 The application to register a company (form IN01)

You must tell us:

  • the proposed company name
  • whether the registered office is in England and Wales, Wales (a Welsh company), Scotland or Northern Ireland
  • the registered office address - this must be in the same country your company is registered in, for example a company registered in Scotland must have a registered office address in Scotland
  • the company’s registered email address
  • whether the company will be private, public or unlimited
  • that the subscribers wish to form the company for lawful purposes
  • details of the company’s intended business activities by reference to a standard industrial classification code (SIC)
  • choice of articles of association
  • details of the proposed director(s), and the secretary if it has one
  • details of people with significant control (PSC), or other legally required statements such as a statement that the company does not have any PSC
  • directors’ service and residential addresses
  • a statement of capital and initial shareholdings or a statement of guarantee
  • whether a company limited by guarantee wishes to apply to be exempt from needing to use ‘limited’ or ‘cyfyngedig’ in its name
  • a statement of compliance or guarantee

If your company name contains a prescribed sensitive word or implies a connection with the UK government or a devolved administration, you’ll need to confirm you’ve obtained a favourable view from a government department or other relevant body. You must include a copy of their response with your application.

If you use your home address as your service address or the company’s registered office, it will be freely available online to the public.

See our guidance on what information we make publicly available.

1.8 Registered office address, service address and usual residential address

You must provide an appropriate registered office address when you set up a limited company. An address is an ‘appropriate address’ if, in the ordinary course of events: 

  • a document addressed to the company, and delivered there by hand or by post, would be expected to come to the attention of a person acting on behalf of the company
  • the delivery of documents there is capable of being recorded by the obtaining of an acknowledgement of delivery

A service address is one that can be used by a director to receive communications from third parties about the company. The service address can be the same as the person’s residential address, or the registered office address of the company, or it can be somewhere different.

A usual residential address is the usual home address of the director or person with significant control (PSC). You must file this at Companies House but it will not be available on the public record for everyone to see.

If you use your home address as your service address or the company’s registered office, it will be freely available online to the public.

See our guidance on what information we make publicly available.

1.9 Memorandum of association

The memorandum of association confirms the subscribers’ intention to form a company and become members of that company on formation. In the case of a company that is to be limited by shares, the memorandum will also provide evidence of the members’ agreement to take at least one share each in the company.

The memorandum is the fundamental contract to form the company. It’s important to consider this carefully and make sure it’s prepared correctly. Once the company has been incorporated, the memorandum cannot be amended.

Information on capital and shareholdings is no longer part of the memorandum. This information is contained in the application to register (form IN01) as a ‘statement of capital and shareholdings’ or for a company limited by guarantee, a ‘statement of guarantee’.

The required memorandum wording is included in the The Companies (Registration) Regulations 2008 (2008/3014) and you should use this format when preparing your memorandum. You can also download a proforma memorandum.

The wording of the memorandum is prescribed and it cannot be amended in any way. If you add or change the wording, your application will be rejected.

1.10 Articles of association

A company’s articles of association are its internal rulebook, chosen by its members. Every company is required to have articles, which are legally binding on the company and all of its members. The articles help to ensure the company’s business runs as smoothly and efficiently as possible and will set out how decisions are taken by the members and directors as well as various matters connected with the shares.

The articles cannot contain rules that are against the law. Provided the members observe this general principle they have complete freedom to choose which rules are included in the company’s articles, although they may find it convenient to rely on model articles as a default position. If the members decide to draw up their own rules as bespoke articles they may wish to obtain professional advice before proceeding.

On incorporation your company can adopt model articles in entirety, model articles with amendments or it can draft its own bespoke articles. You may want to seek professional advice about which form of articles is best for your company.

1.11 Model articles

Although the members can determine their own articles, they can also choose to adopt standard model articles set out in legislation. You are not obliged to adopt the provisions of model articles, but they are suitable for most standard companies, provide useful guidance and in some cases provide a safety net.

Model articles are available for:

  • private companies limited by shares
  • private companies limited by guarantee
  • public companies

The model articles are set out in schedules 1 to 3 of The Companies (Model Articles) Regulations 2008 (SI No. 3229).

When you register your company, you need to specify if the proposed company is adopting:

  • model articles in their entirety (do not include with your application)
  • model articles with amendments (only include the amended articles with your application)
  • bespoke articles (you must include a copy of the articles with your application)

If you do not indicate which articles you are adopting, we’ll automatically apply the model articles appropriate to your company type.

1.12 Unlimited companies

There are no any model articles for unlimited companies. An unlimited company can choose to use model articles as the basis of its own articles of association.

The articles must not include the provision for the liability of the members to be limited. The members should consider including an article containing power for an unlimited company by special resolution to increase or consolidate share capital, subdivide or cancel shares or reduce share capital and any share premium account.

If you are thinking of incorporating an unlimited company, you may wish to seek professional advice.

1.13 Notifying us when you change your articles

Once your company is incorporated, you must notify Companies House every time your company makes changes to its articles. You and your company may commit an offence if you do not notify Companies House.

You can amend your articles by special resolution and deliver a copy of the resolution to Companies House within 15 days of the date it is passed. You must also deliver a copy of the amended articles within 15 days of the date the amendment takes effect. It will speed up the process if you file both at the same time.

See Life of a company for more information about amending your company’s articles.

1.14 Entrenched or restricted articles

Your company may choose to adopt articles, which include restricted provisions, which can only be repealed or amended if certain conditions are met. For example, a rule which can only be changed with the support of a higher majority of shareholders than the 75% that would be required to pass a special resolution.

If your company’s articles include any entrenched provisions you must complete the appropriate section of your application to register a company. The articles must make it clear what conditions need to be satisfied to change the entrenched provisions in question.

1.15 Appropriate articles

We cannot supply bespoke articles of association but you can buy them from a company law stationer or formation agent. Alternatively, you can use the model articles for your company.

1.16 Registered office

A company must, at all times, have an ‘appropriate address’ as their registered office. An address is an ‘appropriate address’ if, in the ordinary course of events: 

  • a document addressed to the company, and delivered there by hand or by post, would be expected to come to the attention of a person acting on behalf of the company
  • the delivery of documents there is capable of being recorded by the obtaining of an acknowledgement of delivery

If the company’s registered office address does not meet these requirements, this means the address is not appropriate. We may take action against the company and its officers as they’re committing an offence.

If we’re satisfied a company’s registered office is not appropriate, we’ll change the registered office address to a default address, held at Companies House. If a company’s registered office is moved to the default address, they must provide an appropriate address with evidence of proprietary ownership within 28 days, or we could start the process to strike the company off the register. 

If you’re using an agent’s address or another third-party provider’s address as your registered office, you must make sure the address service they provide meets the requirements for an appropriate registered office address.

If any person you deal with in the course of your business requests in writing the address of your registered office, or the location where they can inspect your company records, or details of the records that you keep at your registered office, you must respond within 5 working days.

When you apply to incorporate your company you must state whether your company’s registered office is to be situated in:

  • England and Wales
  • Wales (a Welsh company)
  • Scotland
  • Northern Ireland

You must tell Companies House if you decide to change your registered office address. The change is not effective until we register your filing.

You can change your registered office address but you cannot change where it’s situated. For example, if your registered office is in Northern Ireland you cannot change it to an address in Scotland.

1.17  Registered email address

You must provide a registered email address when you set up a limited company. This must be an appropriate email address where Companies House can send communications to the company.  

An email address is an appropriate email address if, in the ordinary course of events, emails sent to it by the registrar would be expected to come to the attention of a person acting on behalf of the company. 

The registered email address will be kept private by Companies House.

You must tell Companies House if you change your registered email address. It’s important to keep your registered email address up to date.

1.18 Election to keep certain statutory register information at Companies House on incorporation

Private companies can elect to keep any or all of the information in certain statutory registers at Companies House rather than hold their own registers.

When an election is in place private companies can send the information that would usually be kept in their registers to the registrar of companies for placing on the public register at Companies House.

An election can be made by the subscribers on incorporation of the company. This is voluntary and a company can hold its own registers.

The election only applies to the registers of:

  • members
  • people with significant control
  • directors
  • director’s usual residential address
  • register of secretaries

Read about company registers.

1.19 What happens to incorporation documents sent to us

We carry out examination checks and make sure any proposed officer is not on the ‘disqualified directors register’.

If the documents pass all examination checks, we’ll:

  • incorporate the company
  • issue a certificate of incorporation
  • place the documents on the public company record

The incorporation does not have legal effect until Companies House has issued the certificate of incorporation. You should consider this before creating any bank accounts or company stationery.

1.20 Certificate of incorporation

The certificate of incorporation is conclusive evidence that the company is registered under the Companies Act 2006, and has complied with all requirements under the act for registration.

The certificate will state:

  • the name and registered number of the company
  • the date of its incorporation
  • if it’s limited by shares or by guarantee, or an unlimited company
  • if it’s a private or a public company
  • if the company’s registered office is situated in England and Wales, Wales, Scotland or Northern Ireland

The certificate will be authenticated by the registrar’s official seal.

2. Directors and secretaries

See Life of a company for information about directors and secretaries.

2.1 Minimum number of officers

A private company must have at least one director. However, a company’s articles of association could impose a higher minimum requirement. At least one director must be an individual. A private company does not need to have a secretary unless it’s required by the company’s articles of association.

A public company must have at least 2 directors and a secretary. At least one director must be an individual. The secretary of a public company must be qualified.

2.2 Company directors

It’s up to the members to appoint the directors who will run the company on their behalf.

You cannot be a director if you are:

  • disqualified from acting as a company director (unless the court has given you permission to act for a particular company)
  • an undischarged bankrupt (unless you have been given permission by the court to act for a particular company)
  • under the age of 16

2.3 Company secretary

A private company secretary does not need any qualifications.

A secretary of a public company must have one or more of the qualifications described for public companies.

3. Public companies

3.1 Public company requirements

A public company must have:

  • at least 2 directors (who may also be members of the company)
  • at least one director who is an individual
  • all individual directors aged 16 or over
  • at least one secretary who must be qualified

A qualified secretary is someone who:

  • has held the office of secretary of a public company for at least 3 of the 5 years before their appointment
  • is a barrister, advocate or solicitor called or admitted in any part of the UK
  • is a person who, by virtue of his or her previous experience or membership of another body, appears to the directors to be capable of discharging the functions of secretary
  • is a member of one of the following professional bodies:
    • The Institute of Chartered Accountants in England and Wales
    • The Institute of Chartered Accountants of Scotland
    • Chartered Accountants Ireland
    • The Chartered Governance Institute
    • Association of Chartered Certified Accountants
    • The Chartered Institute of Management Accountants
    • Chartered Institute of Public Finance and Accountancy

3.2 When a public company starts business

A public limited company cannot conduct business or exercise borrowing powers unless it has a trading certificate from Companies House confirming that it has the minimum allotted share capital.

You will need to apply for the certificate by filing an application for a trading certificate for a public company (form SH50).

It is an offence to trade without a trading certificate. If convicted, the directors are liable to a fine.

Different rules apply if a company wishes to re-register from a private company limited by shares or a private unlimited company to a public company.

See Life of a company for more information about re-registering a company.

4. Community interest companies (CIC)

A CIC is a limited company designed for people who want to carry out activities intended to benefit the community.

CICs are registered as companies under the Companies Act after the Office of the Regulator of Community Interest Companies has approved the application to form a CIC. The regulator also has a continuing monitoring and enforcement role.

4.1 Set up your CIC online

The Set up a limited company and register for Corporation Tax service is the quickest and easiest way to register your CIC.

The online service will register:

  • the limited company application with Companies House
  • the CIC36 form and CIC articles with the CIC regulator (a PDF upload of each document is required)
  • your CIC for Corporation Tax with HMRC

The CIC36 form and CIC articles of association have to be uploaded as individual PDF files.

Do not upload the IN01 form or memorandum of association - the service will create these for you.

It costs £65 to incorporate a CIC online.

The fee is only payable by card or PayPal. There is no option to pay by Companies House online filing account. There is no same day service.

You may be able to incorporate your CIC online using software filing if your provider offers this service.

4.2 Set up your CIC on paper

To incorporate a CIC on paper you’ll need to file:

  • application to register a company (form IN01) making sure you do not complete section A3 and you do complete option 3 of A8)
  • memorandum of association
  • articles of association (you cannot use model articles for a CIC)
  • application to form a community Interest company (form CIC 36 and continuation sheets if needed) inclusive of declarations
  • a cheque for £86, made payable to Companies House
  • additional information if your application includes a sensitive word or expression

It takes longer to process paper applications sent by post.

If your community interest company is a private company its name must end with ‘community interest company’ or the abbreviation ‘cic’ (with or without the full stops).

If your company’s registered office is stated as being situated in Wales (a Welsh company) its name may instead end with ‘cwmni buddiant cymunedol’ or the abbreviation ‘cbc’ (with or without the full stops).

If your community interest company is a public company its name must end with ‘community interest public limited company’, or the abbreviation ‘community interest plc’ (with or without the full stops).

If your company’s registered office is stated as being situated in Wales (a Welsh company) its name may instead end with ‘cwmni buddiant cymunedol cyhoeddus cyfyngedig’, or the abbreviation ‘cwmni buddiant cymunedol ccc’ (with or without the full stops).

5. Choosing a company name

Before choosing a name, you should check your name is not the ‘same as’ an existing name on the index.

You should also check the UK Intellectual Property Office trade marks register to ensure the proposed name does not risk infringing an existing trade mark.

You can also seek advice from:

5.1 Choose a name for your proposed company

Although the majority of applicants register their chosen name there are some restrictions that may affect your choice of name. These restrictions are set out in the Companies Act 2006, the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 (SI 2015/17) and the Company, Limited Liability Partnership and Business (Sensitive Words and Expressions) Regulations 2014 (SI 2014/3140).

These include:

  • the name of a private company limited by shares or guarantee must end with ‘limited’ or ‘Ltd’ or if the registered office is stated as being situated in Wales (a Welsh company), its name may instead end with ‘cyfyngedig’ or ‘cyf’
  • the name of a public company must end with ‘public limited company’ or ‘plc’ (with or without full stops). If the registered office is stated as being situated in Wales (a Welsh company), its name may instead end with ‘Cwmni Cyfyngedig Cyhoeddus’ or ‘ccc’ (with or without full stops)
  • certain expressions and abbreviations which describe a particular form of company (including Welsh equivalents), can only be used at the end of a name, such as ‘Limited Liability Partnership’ or ‘LLP’, or ‘Community Interest Company’ or ‘CIC
  • a name which is the ‘same as’ an existing name on the index
  • a name that includes sensitive words or expressions included in regulations
  • a name that includes words that would constitute an offence
  • an offensive name
  • a name that, in the opinion of the Secretary of State, is intended to facilitate the commission of an offence involving dishonesty or deception (that is, fraud)
  • a name that could suggest a connection with the UK government, a devolved administration, a local authority or a specified public authority
  • a name that could give the false impression that the company is connected with:
    •  a foreign government or an agency or authority of a foreign government
    •  an international organisation whose members include 2 or more countries or territories (or their governments)
  • a name that consists of or includes computer code
  • prohibitions on reusing a name that has been subject to a direction from Companies House or an order from the Company Names Tribunal
  • the use of certain characters, signs, symbols and punctuation in a company name

5.2 Exemption from including ‘limited’ in a company name

A private company limited by guarantee can apply to be exempt from the requirement to include ‘limited’, ‘ltd’, ‘cyfyngedig’ or ‘cyf’ from its name so long as the 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 incidental or conducive to any of those objects
  • require its income to be applied in promoting its objects
  • prohibit the payment of dividends, or any return of capital, to its members
  • require all the assets that would otherwise be available to its members generally and transferred on its winding up – either to another body with similar objects or to another body with charitable objects

You can apply for this exemption when you register your company, or by completing section A3 of the application to register (form IN01).

5.3 ‘Same as’ names

If 2 company names are so similar they are likely to confuse the public as to which company is which, then they are the ‘same as’.

To determine whether a name is the same as another name, the regulations (schedule 3) set out the words and expressions that must be disregarded and the words, expressions, signs and symbols that are to be regarded as the same.

The words, expressions, punctuation, symbols and characters are disregarded in the order they appear in the regulations.

5.4 What’s disregarded

The following are disregarded at the end of the name:

Limited; Unlimited; Public Limited Company; Community Interest Company; Community Interest Public Limited Company Right to Enfranchisement; Right to Manage; UK EEIG; Investment Company with Variable Capital; Limited Partnership;
Limited Liability Partnership; Open-Ended Investment Company; Charitable Incorporated Organisation; Industrial and Provident Society; Co-Operative Society; Community Benefit Society.
Cyfyngedig; Anghyfyngedig; Cwmni Cyfyngedig Cyhoeddus; Cwmni Buddiant Cymunedol; Cwmni Buddiant Cymunedol Cyhoeddus Cyfyngedig;Hawl I Ryddfreiniad; Cwmni RTM Cyfyngedig; Cwmni Buddsoddi  Chyfalaf Newidiol; Partneriaeth Cyfyngedig; Partneriaeth Atebolrwydd Cyfyngedig; Cwmni Buddsoddiad Penagored; Sefydliad Elusennol Corfforedig.
LTD; PLC; CIC; RTE; RTM; LP; LLP; CIO; CYF; CCC; CBC; Community Interest PLC; Cwmni Buddiant Cymunedol CCC; PC; PAC; SEC.

When preceded by a blank space, a full stop or ‘@’ the following:

& co; & company; and co; and company
biz
co; co uk; co.uk; com; company
eu
GB; Great Britain
net; NI; Northern Ireland
org; org uk; org.uk
UK; United Kingdom
Wales
& cwmni; a’r cwmni; cwmni; cym; Cymru
DU
PF; Prydain Fawr
Y Deyrnas Unedig
  1. Any of the above if preceded by and followed by brackets.
  2. Specified punctuation, signs and symbols including ‘ ’ ‘ , ( ), [ ], { }, < >, !, « », “, ”, “, ?, . /, ?, \, /.
  3. “*”, “=”, “#”, “%” and “+” when used as one of the first 3 characters in a name.
  4. ”s” at the end of a name
  5. Any characters after the first 60 characters in a name.
  6. “the” and “www” at the beginning of a name.
  7. Blank spaces between permitted characters.

5.5 What characters, words, expressions, signs and symbols are considered ’same as’ each other

Column 1 (permitted characters) Column 2 (to be treated the same as)
À Á Â Ã Ä Å Ā Ă Ą Ǻ A
Æ Ǽ AE
Ç Ć Ĉ Ċ Č C
Þ Ď Đ D
È É Ê Ë Ē Ĕ Ė Ę Ě E
Ĝ Ğ Ġ Ģ G
Ĥ Ħ H
Ì Í Î Ï Ĩ Ī Ĭ Į İ I
Ĵ J
Ķ K
Ĺ Ļ Ľ Ŀ Ł L
Ñ Ń Ņ Ň Ŋ N
Ò Ó Ô Õ Ö Ø Ō Ŏ Ő Ǿ O
Œ OE CE
Ŕ Ŗ Ř R
Ś Ŝ Ş Š S
Ţ Ť Ŧ T
Ù Ú Û Ü Ũ Ū Ŭ Ů Ű Ų U
Ŵ Ẁ Ẃ Ẅ W
Ỳ Ý Ŷ Ÿ Y
Ź Ż Ž Z
Column 1 (permitted characters, words and expressions) Column 2 (to be treated the same as)
AND &
PLUS +
0, ZERO O
1 ONE
2, TWO, TO and TOO TOO
3 THREE
4, FOUR FOR
5 FIVE
6 SIX
7 SEVEN
8 EIGHT
9 NINE
£ POUND
EURO
$ DOLLAR
¥ YEN
%, PER CENT, PERCENT, PER CENTUM PERCENTUM
@ AT

5.6 Examples of ‘same as’ names

‘ŘEAL COFFEE CAFÉ LTD’ is the same as the ‘REAL COFFEE CAFE LTD’. ‘PLUM TECHNOLOGY LTD’ is the same as ‘PLUM TECHNOLOGY & COMPANY LTD’

5.7 ‘Same as’ rules exceptions

The ‘same as’ rule does not apply if:

  • the proposed company is intended to be part of the same group as an existing ‘same as’ company
  • the existing company consents to the registration of the proposed name
  • the application to register includes a letter from the existing company confirming that it consents to the registration of the proposed name and that it will form part of the same group

‘Group’ means a parent undertaking and its subsidiary undertakings (section 474(1) of the act).

6. Sensitive words and expressions - names that could imply a connection with government and words protected under other legislation

The Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2014 SI 2009/3140) include words and expressions which cannot be used in a business, company or LLP name, without approval by the Secretary of State.

The controls exist to ensure a name does not mislead or harm the public. It may not be appropriate to use a certain word if it:

  • suggests business pre-eminence, a particular status, or a specific function, for example, names that include ‘British’, ‘Institute’ or ‘Tribunal’
  • implies a connection with the UK government, a devolved administration or a local or specified public authority
  • includes a word that represents a regulated activity
  • includes a word whose use could be an offence

Annex A sets out the approval criteria to use a sensitive word or expression included in the regulations. Information intended to support a proposed name, such as a letter or email of non-objection from a specified body, must be included with your ‘application to register a company (IN01) or to use a business name.

You will need approval if you want to use a name which:

  • could imply a connection with the UK government, a devolved administration or a local or specified public authority - see Annex B includes a list of words and expression that require prior approval and includes details of contact bodies and approval criteria
  • is protected or regulated by other legislation - see Annex C includes a list of protected words, contact bodies and approval criteria

7. Other restricted words

7.1 Names that suggest a false connection with a foreign government or an international organisation

You will not be able to register a company by a name that would be likely to give a false impression that the company is connected with: 

  • a foreign government or an agency or authority of a foreign government
  •  an international organisation whose members include 2 or more countries or territories (or their governments) (such as the United Nations or the North Atlantic Treaty Organisation)

7.2 Names that suggest the company is set up for criminal purposes

You will not be able to register a company by a name if, in the opinion of the Secretary of State, the registration of the company by that name is intended to facilitate the commission of what would, in the UK, constitute an offence involving dishonesty or deception (that is, fraud).

This could include an attempt to target the name of an organisation, financial institution or business for the purpose of carrying out fraudulent activity.

7.3 Names containing computer code

You will not be able to register a company by a name that consists of or includes computer code.

8. Objections to company names

You could be required to change your registered name if:

  • the name is similar (also known as ‘too like’) an existing name on the index
  • misleading information to support the use of a sensitive word or expression was provided at the time of registration
  • the name gives so misleading an indication of the company’s activities, it is likely to pose a risk of harm to the public in the UK or elsewhere
  • the name is used for criminal purposes
  • the name has been wrongly registered
  • the company no longer justifies omitting ‘Limited’ from the end of its name
  • the name is the same as a name associated with the applicant (complainant) in which they have goodwill, or it is sufficiently similar and is likely to mislead by suggesting a connection between the company and the applicant (opportunistic registration)

Where Companies House issues a direction to a company to changes its name, it must give at least 28 days for company to change its name.

8.1 ‘Too like’ names

A name may be ‘too like’ an existing name if it differs from another name on the index by only a few characters, signs symbols or punctuation or if it looks and sounds the same.

When considering a complaint on grounds of ‘too like’ we can’t take account of factors such as alleged trademark infringement, implied association, possible passing off, geographic location or similarity of activities. The Secretary of State must issue any direction to change a ‘too like’ name within 12 months of the company’s registration by the name in question.

8.2 Misleading information

A company may be directed to change its name if, within 5 years of registration, it no longer justifies the use of a previously approved sensitive word because misleading information was provided when the name was registered or it is no longer fulfilling an undertaking or assurance given to support the name.

8.3 Misleading indication of activities

A company may be directed to change its name if it gives so misleading an indication of the nature of its activities as to pose a risk of harm to the public in the UK or elsewhere. There is no time limit for making a complaint or issuing a direction.

8.4 When you’d need to re-instate ‘limited’ in a company name

A company limited by guarantee could be directed by the Secretary of State to reinstate ‘limited’ or ‘ltd’, ‘cyfyngedig’ or ‘cyf’ in its name if it no longer meets the requirements for exemption

8.5 Criminal purposes

A company may be directed to change its name if it appears to the Secretary of State that the name has been used, or is intended to be used, by the company to facilitate the commission of an offence involving dishonesty or deception (that is, fraud). Companies House will consider any objections on a case-by-case basis taking into account any evidence of fraudulent activity.

8.6 Names wrongly registered 

A company may be directed to change its name if the name was wrongly registered. For example, an offensive name is incorrectly gets registered, or the relevant approval required for a sensitive word or expression was not provided. Companies House will consider using this power on a case-by-case basis.

8.7 Power to change a company’s name 

Where a company fails to comply with a direction to change its name, the registrar can determine a new name for the company. If the registrar determines a new name for a company, the registrar must give the company notice of the decision and publish that fact on the public register. 

Companies House also has the power to change a company’s name if it contains or includes computer code and to remove any reference to the old name.

8.8 Opportunistic registration

Opportunistic registration is the term applied to a company or LLP, which registers a name, which is the same as an existing name in which another person has goodwill - or is sufficiently similar to that name that it is likely to mislead.

The Company Names Tribunal (CNT), a part of the Intellectual Property Office, considers complaints about opportunistic registration. This provision provides a remedy for parties who believe the registration of a company or LLP name in which they have a goodwill causes them harm. If the CNT upholds a complaint the Company Names Adjudicator may issue an Order requiring the company in question to change its name. If the company fails to comply by voluntarily changing its name the Adjudicator may give notice to the Registrar of Companies to change the name of the company to its company number, so that its number becomes its name.

Further information, including application forms and contact information is available on the Company Names Tribunal website.

8.9 Prohibitions on re-registering a name 

Where Companies House has issued a direction to change a company’s name, or the Company Names Tribunal has issued an order, the company must not subsequently re-register under the same name or one considered too similar to the name required to be changed.

The officers or members of the company must also not use the name, or one similar, for any new or existing company or LLP. The only exception is where Companies House, on behalf of the Secretary of State, grants approval, for example, if a previous ‘too like’ name is now available.

9. Disclosure of company name and specified other information (‘trading disclosures’)

Regulations made under the Companies Act 2006 require a company to display its name at its registered office and other places of business, on business documents and on websites. The purpose of the regulations is that the legal identity of every company should be revealed to anyone who have, or may wish to have, dealings with it.

The requirements are included in the ‘Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 (SI2015/17).

9.1 Display your company name

Every company, unless it has been continuously dormant since incorporation, must display a sign with its registered name at:

  • its registered office
  • any inspection place
  • at any location at which it carries on business (unless it is primarily used for living accommodation

It must also include its registered name in all business communications (hard copy and digital).

9.2 Company name sign

You must display a sign with your company name:

  • in characters that can be read with the naked eye
  • in such a way that visitors to that office, place or location may easily see it
  • continuously, but if the location is shared by 6 or more companies, each such company must either display its registered name for at least 15 continuous seconds at least once in every 3 minutes, or make its registered name available for inspection on a register by any visitor

9.3 Company name in communications

You must include your company’s registered name in all forms of business correspondence and documentation, whether in hard copy or digital, including:

  • business letters, notices and other official publications
  • business emails
  • bills of exchange, promissory notes, endorsements and order forms
  • cheques purporting to be signed by or on behalf of the company
  • orders for money, goods or services purporting to be signed by or on behalf of the company bills of parcels, invoices and other demands for payment, receipts and letters of credit

9.4 Company name on websites

Every company must disclose its registered name on its websites. You don’t need to include the company name on every page but it must be visible and easily read.

9.5 Exceptions to needing to display a company’s name

There are 2 exceptions:

  • an insolvent company, such as a company in respect of which a liquidator, administrator, or administrative receiver has been appointed is not required to display its registered name at any premises which are also the place of business of those insolvency specialists
  • if every director of the company is one whose residential address cannot be disclosed by the registrar to a credit reference agency, then the company does not have to display its registered name at any place at which it carries on business (but this exception does not extend to the company’s registered office or inspection place for the company’s records)

9.6 Additional information you must disclose

The company must display the following on all its business letters, business emails, order forms and websites:

  • the part of the UK in which the company is registered - England and Wales, Wales (a Welsh company), Scotland, Northern Ireland
  • the company’s registered number
  • the address of the company’s registered office
  • if a company is exempt from the requirement to use ‘limited’ in its name, the fact that it is a limited company
  • if the company is a community interest company which is not a public company, the fact that it is a limited company
  • if it is an investment company as defined by section 833 of the Companies Act 2006, the fact that it is this type of company
  • if it is a company which has chosen to display its share capital, it must display the amount of paid up share capital

9.7 Information the company must provide on request

If anyone with whom the company deals in the course of business makes a written request for:

  • the address of its registered office
  • the address of any place of inspection
  • the type of company records kept at the registered office or inspection place

The company must provide this information, in writing, within 5 working days.

9.8 Displaying directors’ names

A company doesn’t have to state the directors’ names on its business letters unless it chooses to do so. However, if it does decide to include the names then it must state the names of all its directors. In other words, a company cannot be selective about which directors’ names it shows. It must show all of them or none of them.

10. Business names

A ‘business name’ is any name under which someone carries on business.

In the case of a company or limited liability partnership, it means a name that is not its registered name.

In the case of a sole trader, it means a name other than a surname with or without forenames or initials.

In the case of a partnership, it means a name other than the partners’ names.

Entities registered under other legislation such as Limited partnerships, registered societies and corporate Incorporated organisations (CIOs) are business names under the Companies Act 2006.

10.1 Which provisions of the Companies Act 2006 apply to business names

Business names are not registered under the Companies Act but some of the rules included in the act do apply, principally:

  • restrictions on the use of sensitive words included in regulations and names that could imply a connection with a government department, a devolved administration, a local authority or a specified public authority
  • restrictions on using a name that would be likely to give the false impression that the business is connected with a foreign government or an agency or authority of a foreign government,
  • restrictions on using a name that would be likely to give the false impression that the business is connect with an international organisation whose members include 2 or more countries or territories (or their governments)
  • restrictions on using a name that Companies House has directed, or the Companies Names Tribunals has ordered, to be changed
  • inappropriate and misleading use of a name ending (false indication of company type or legal form), for example ‘limited’ at the end of the name or RTM anywhere in the name
  • a name that gives so misleading an indication of the nature of the activities of the business as to be likely to cause harm to the public
  • rules requiring the names of sole traders and partnerships using a business name to be displayed on stationery and signs at business premises

10.2 Obtaining approval to use a sensitive word in your business name

If your business name includes any of the words and expressions included in Annexes A to C, you must obtain prior approval and, where appropriate, obtain the written views of a relevant body and send it to Companies House with your letter seeking permission to use the name.

If you use such a name without prior approval, you will be committing an offence and may be subject to a fine and possible prosecution. You should also check the UK Intellectual Property Office trademarks register to ensure the proposed name does not risk infringing an existing trade mark.

10.3 Display your business name

If you’re a sole trader or partnership that uses a different trading name, you must display your own name (sole trader) or all the partners’ names (partnership) in a prominent position at all your business premises.

10.4 Business stationery

If you use a business name, you must include your own or the partners’ names in legible characters on:

  • business letters
  • written orders for goods or services to be supplied to the business
  • business emails
  • invoices and receipts issued in the course of the business
  • written demands for payment of debts arising in the course of the business

You must also include an address in the UK to enable business documents served on the sole trader or any partner shown on business stationery.