What’s in a name? A guide to registering your business identity

When choosing a company or LLP name there are certain criteria that need to be met and restrictions which will impact the choices you can make - whether that be on the initial incorporation of the company or LLP, or if the name changes during its lifetime.

Suffix

Oddly, the starting point in setting out your proposed name is its ending. The Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 (the “Regulations”) provide guidance surrounding many of the sensitivities in choosing a name, not least providing details of the suffix which must appear on company and LLP names, confirming that the name of a limited company that is a public company must end with “public limited company” or “p.l.c.” (or the Welsh equivalents); the name of a limited company that is a private company must end with “Limited” or “Ltd” or the Welsh equivalents); and the name of an LLP must end with “limited liability partnership”, “llp” or “LLP” (or the Welsh equivalents).

Exemption

Where the Regulations do specify the particular suffixes which a company or LLP is permitted to use, it also provides, along with the Companies Act 2006, certain private companies limited by guarantee with the ability to apply for an exemption from using the word “limited” as part of their company name. There are conditions which must be met in order to be able to dispense with the word “Limited” and additional documentation which must be submitted to Companies House at the time of incorporation or proposed name change in order to achieve this.

Sensitive Words

The Secretary of State has determined that there are certain words, which are updated from time to time, that are deemed sensitive and must therefore have additional justification provided to allow their use. Certain words or expressions can be used by simply providing the Registrar of Companies with the required supporting information, although in many cases the support of independent bodies or government departments is needed before words or expressions can be used. The range of such restricted words is extensive and it is important to consider the use of any restricted words and whether appropriate support or justification for the use of that word can be obtained prior to making an application to Companies House to use the name.

“Same as”

When making an application to incorporate a company or a change of name, it is important to note that the Registrar of Companies will not register a company or LLP name if it is deemed to be the “same as” a name which is currently on the register.

When comparing company or LLP names, the Registrar will ignore certain punctuation, and other words and symbols. Where a suggested name is the same as an existing name, it may only be registered if it will form part of the same group as the existing company, and that existing company gives its permission for the name to be registered.

Inappropriate use of indication of company type or form

As noted above, the suffix a company or LLP must use is determined by the type of entity – alongside this requirement there is a prohibition on use of a company type or form which does not match the status of the company or LLP involved. For example, an unlimited company cannot use the words “limited” or “public limited company” in its name as it indicates limited liability status it does not have. Similarly, an LLP cannot be registered by a name that includes (in any part of the name) words such as “public limited company” or “limited partnership”.

Objections

Whilst a company or LLP can be registered with a particular name with Companies House, there is no guarantee of that name being protected from challenge from a third party at a later date. An application may be made to the Company Names Adjudicator if it is considered that the registration of a particular name is opportunistic, and this may result in an instruction to cease use of the name involved.

Dissolution

When a company or LLP is dissolved, and therefore struck off the record at Companies House, the name it was registered as becomes available and can therefore be registered by another company or LLP (as appropriate) taking into account any requirements surrounding sensitivity, same as rules and the appropriate suffix for the entity type.

Further information

We hope this provides you with a helpful summary of some of the factors to consider when choosing a company name. This guide is not legal advice, but should you require any further advice or assistance, please do not hesitate to contact us.