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Business Names - GBF3

October 2008 - Version 16

As modified by the Companies Act 2006

When reading these guidance notes, you need to be aware of the following:

Some (but not all) of the provisions in the Companies Act 2006 have come into force.  Therefore, some provisions in the Companies Act 1985 remain relevant. We have tried as far as possible to make it clear throughout these notes which Act applies. If you would like to find out more you may wish to visit our website at www.companieshouse.gov.uk where you can find out which provisions in the respective Acts are in force. Our website also contains a link to the BERR (The Department for Business, Enterprise and Regulatory Reform) website www.berr.gov.uk/bbf/co-act-2006 where you can find further information. Some provisions in the new Act are subject to transitional arrangements. We will as far as possible explain these in this guidance and give details on our website.

There is one final stage in the implementation of the Companies Act 2006 scheduled for October 2009. We will update any guidance notes affected by those implementations at the time. You may wish also to keep an eye on our website where we will publish more information as the implementation process continues so you can access the most up to date information.

Until October 2009, these guidance notes apply only to companies formed in Great Britain (England, Wales and Scotland). The separate system in Northern Ireland is then scheduled to merge into a single system for the whole of the United Kingdom.

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Business names are not registered under the Companies Act nor with any government department. However, the Business Names Act 1985 gives the Secretary of State certain control over the name you choose for your business and what you must tell others about the ownership of the business.

In addition, some words and expressions are controlled by other laws and the use of one of these words could constitute a criminal offence. Further information is included in this guidance.

This guidance is not a complete statement of the law. If you are unsure about any of the details, you should read the law yourself or obtain professional advice from, for example  a solicitor. Any business names shown in this guidance are fictitious.

The  Business Names Act 1985 requires any person carrying on business, whether or not incorporated, to:

• obtain the Secretary of State's approval before carrying on business using any of the words listed in Appendices A and B;
• ensure the use of any of the words listed in Appendix C does not constitute a criminal offence; and
• make certain information available to others about the ownership of the business.

From 1 October 2009 the Business Names Act 1985 will be replaced by the Companies Act 2006 but these requirements remain in force.

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A business name is a name used by any person, partnership or company for carrying on business, unless it is the same as their own name.

It is advisable to make a number of checks to see if any other business or company is already using the name. You can:

• check the company names index at www.companieshouse.gov.uk
• phone our Contact Centre on +44 (0)303 1234 500;
• check local phone books and any relevant trade journals or magazines; or
• contact the trade marks registry of the UK Intellectual Property Office at www.ipo.gov.uk, by phone on 08459 500 505 or by e-mail at: enquiries@ipo.gov.uk

These checks will help you avoid any future legal difficulties over the use of a name but you might also wish to obtain professional advice from a solicitor, especially if your chosen name could be confused with an existing trademark.

3. Who does the Business Names Act apply to?

The Act applies to:

• an individual who trades under a name which is not his or her surname. It makes no difference whether the individual's first names or initials are added. So the Act would apply to Mr JQZ Singh if he traded as 'Singh Antiques' but not if he traded as 'Singh' or 'JQZ Singh'.
• a partnership which uses a specific business name and does not trade under the names of all the partners; and
• a company or Limited Liability Partnership, which trades under a name which is not its corporate name, for example, 'J Smith Limited' trading as 'Fish Antiques'.    

Yes. Names that include words or expressions that are prescribed by regulation require the approval of the Secretary of State before they can be used. There are also other terms whose use in a name may, in some circumstances, constitute a criminal offence. See the next few questions for more details. 

Please note that a business using the words ‘bank’, ‘banker’, ‘banking’ or ‘deposit’ will require authorisation from the Financial Services Authority (FSA) if it is engaged in banking activities and accepting deposits.  Further information can be found on the FSA website at www.fsa.gov.uk. If you are uncertain about the use of one of these words or the intended business activities contact the FSA or seek independent professional advice.

5. Which names need approval?

Names that that give the impression that a business is connected with Her Majesty’s Government, the Scottish or Welsh administrations, or a local authority must be approved by the Secretary of State and may require support from the appropriate government department or relevant body.  

The Secretary of State is also required to approve the use of a name which could mislead the public into believing that a business has a size or status that is not justified.

If you intend to use any of the sensitive words listed in Appendices A and B you will need to provide supporting information which will allow the Secretary of State to approve the name. The words and expressions included in Appendix C are subject to different legislation and any inappropriate use of such words in a  business name could be a criminal offence. Further information about specific sensitive words is set out in questions 6 and 7 below.

A list of sensitive words can also be found on our website at www.companieshouse.gov.uk. If you are uncertain about the use of a specific word in a business name you can also contact us on 0303 123 4500.

From 1 October 2008 the Companies Act 2006 introduces new provisions allowing any person or company to object to a company name if the registration was “opportunistic” because it :

• is the same as a name associated with the complainant in which he has goodwill; or
• is so similar that its use in the United Kingdom would likely to mislead by suggesting a connection between the company and the complainant.

Please note Companies House cannot deal with any complaints about opportunistic registration. Objections and enquiries should be directed to “The Company Names Tribunal” (also known as “the Adjudicator”) which the UK Intellectual Property Office operates and administers. Further information is available at www.ipo.gov.uk/cna.

6. What types of words and expressions are sensitive?

The following words (see appendices A and B) imply national or international pre-eminence:

• British - normally the Secretary of State would expect the business to be British owned. You would need to show that the business is pre- eminent in its field by providing supporting evidence from an independent source such as a Government Department, trade association or other representative body. Pre-eminence is reduced if the overall name does not describe a product. However, you would still have to show that your business is substantial in its field of activity even if this was not described in the business name.

• England, English, Scotland, Scottish, Wales, Welsh, Ireland, Irish - if one of these words appears anywhere in the name other than at the end of the name, the requirements are similar to those for 'British'. The use of one of these words as the last word in a name would normally be acceptable provided you can demonstrate that the business 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 business name includes forenames or initials.

• National - the requirements for using this word are the same as those set out for "British";

• Great Britain or United Kingdom - if you wish to use either of these expressions at the start of a name or if you intend to use 'of Great Britain' or 'of the United Kingdom' at the end of the name, then the requirements are similar to those described for ‘British’. It is normally acceptable to use Great Britain or United Kingdom at the end of a name. Using the initials 'GB' or 'UK' in your company name does not normally require approval.

• 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 connection you will need to provide written evidence of support from the body concerned.

• International - if you wish to use this word as the first word in a name, you will need to show that the major part of the business’s activities is in trading overseas. If you wish to use the word anywhere else in the name we will usually approve it if you can show that the company operates in two or more overseas countries.

• Association, federation or society - if you wish to use one of these words, your constitution should state that each member should have one vote and normally any profits should be used to further the objects of the business rather than be paid out to the members as dividends.
  
  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.

• Group -  this word can only be used in a business name if there are several businesses under the same common ownership. However, if the name clearly shows that the company is to promote the interests of a group of individuals, for example, groups involved in community activities, the name will normally be approved.

• Assurance, Assurer, Insurance, Insurer, Re-Assurance, Re-Assurer, Re-Insurance or Re-Insurer - if the name is needed for an underwriting business, Companies House will normally seek further advice. However, if you want to use the name for a business that will only provide insurance services, you should include the appropriate qualification, for insurance services, you should include the appropriate qualification, for example 'agents', 'consultants' or 'services', in the name.

• Institute or Institution - we normally only  approve these words for those organisations which are carrying out research at the highest level or to professional bodies of the highest standing. You will need to show us 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.

• Benevolent, Foundation or Fund -  we will not approve names that include any of these words if they unjustifiably give the impression 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, we will normally approve the name.

• Charity - to use this word the company must provide a letter of non-objection from the Charity Commission. If you do not intend to operate as  a charity and want to include this word in the business name you will need to provide the Charity Commission with an explanation of why the word is required.  Please visit the Charity Commission website at www.charity-commission.gov.uk

• Government - approval for use of this word will be granted only if Companies House is satisfied that there is no  official connection with  Her Majesty’s Government (HMG),  part of the Scottish or Welsh administration, or any local authority.

• HSC (Health and Social Care) or HPSS (Health and Personal Social Services) - Companies House may consult DHSSPS (Department of Health, Social Services and Public Safety) when considering the approval of names containing this word as it could foster a misleading impression among patients, service users and wider public that the business enjoys an approved status in connection with the Health and Social Care or Personal Social Services.

7. What happens if there is a change of ownership?

When a business with a name that includes a prescribed word changes hands, the new owner must, within 12 months, still seek approval to use the name  This applies whether the name was  registered under the Business Names act 1985, the Registration of Business Names Act 1916, or approved under the Companies Act 1981.

8. How do I apply for approval to use a name?

If you wish  to use a name that includes a word or expression listed in Appendices A or B you will need to obtain the written consent and support of the appropriate government department or relevant body.  You should send this information with your application to:

All telephone enquiries: 0303 123 4500

Approval will only be given if the information you supply shows that the business meets the relevant conditions at the time of your application or shortly afterwards. Approval by the Secretary of State to use a name is confined to the use of certain words or expressions. Such approval does not extend to a company's aims and objectives.

If you wish to use any of the  words and expressions listed in Appendix C in a business name, you should write to the appropriate body and consult a solicitor. The Secretary of State has no power to approve or reject such names which are not covered by the Business Names Act 1985.  Please note any inappropriate use of any word in Appendix C could constitute a criminal offence.

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If the Business Names Act 1985 applies to you (see chapter 1, question 3) then you must comply with all the disclosure rules. For example, if Mr W Jones trades as 'W Jones Bakery', then the disclosure rules of the Business Names Act apply. Disclosure rules also apply to incorporated companies that trade under a different name, for example, ABC Foods Limited trading as ABC Foods.

Incorporated companies must also comply with the disclosure rules of the Companies Act 1985. These  include the way a name must be displayed on correspondence, documents, place of inspection and websites. The Companies (Trading disclosures) Regulations 2008 (Statutory Instrument 2008/495) introduces further changes from 1 October 2008. These rules are fully explained in our  'Company Formation' guidance at www.companieshouse.gov.uk.

2. What information must be disclosed about a business?

You will need to disclose:

• the corporate name (if the company uses a different trading name); or
• the name of each partner; or
• the individual person's name; and
• in relation to each person named, an address at which documents can be served.

You will need to show the information clearly:

• in any place where you carry on your business and where you deal with customers or suppliers;
• on business correspondence ;
• on websites;
• on written orders for the supply of goods or services;
• on invoices and receipts;
• on written demands for the payment of business debts.

Some examples of ways in which you can show the information on your stationery are shown in Annex D. As long as the details are 'clearly legible' they can be handwritten or printed.

4. Must the name be displayed in a particular way?

As long as it can be easily seen and read, it does not matter how you show the information. In large premises, you may need to think carefully about the size of the notice and where you display it to make sure that all your customers and suppliers will see it. You can put up more than one notice if you wish. An example of a notice is given in Appendix E.

5. Must the information be given to anyone else?

If requested, you must disclose any business names and addresses immediately and, in writing, to anyone with whom you are doing business.

6. What if there are  several partners - must all the names be disclosed?

If the business has more than 20 partners, you are not required  to show all the partners' names on your business documents. However, you must show  the address of the principal place of business and say that a full list of the partners' names and addresses can be inspected there.

7. What happens if I do not comply with the requirements?

 It is a criminal offence if you:

• use a business name that requires prior approval and you have not obtained that approval;
• do not disclose business information required under the Business Names Act and if appropriate, the changes implemented on 1 October 2008 (see question 1)

Please note, if you do not make your business details available, or you do not display them, you may not be able to enforce a contract that you have entered into.

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Chapter 3
Further information

1. Where can I go for help?
If you require further information about business names or disclosure requirements please visit our website www.companieshouse.gov.uk or contact us on 0303 123 4500.  You could also consult an accountant or solicitor.

2. Where can I find forms and guidance information?

If you are a business and are considering the possibility of forming a limited company please see our ‘Company Formation’ guidance at www.companieshouse.gov.uk.  Alternatively, you can contact us by phone on 0303 123 4500.  It is also advisable to seek advice from an accountant or solicitor.  

Forms can be downloaded free of charge, from our website and can also be  obtained from company law stationers, accountants, solicitors and company formation agents - addresses can be found in business directories.

3. How do I send information to the Registrar?

You will only need to file  statutory information to Companies House if you are a private or public company or a Limited Liability Partnership (LLP) that uses a business name. If you are a business and need to obtain approval for the use of a specific name or if you have a general enquiry please write to:

Our telephone number for all enquiries is 0303 123 4500. 

Documents and correspondence can be delivered to our Cardiff, London (see addresses at the end of this guidance) and Edinburgh offices  at any time including outside office hours, bank holidays and weekends. Out of hours receipts can only be obtained from our Cardiff office. Please note, Companies House does not accept forms or documents sent via fax.

APPENDIX A

You will need the approval of the Secretary of State for Business, Enterprise & Regulatory Reform before you can use any of the  words or expressions (or their plural or possessive forms) set out in (a), (b) and (c) in a business name. Further information on some of these words is included in question 6.

(a) Words which imply national or international pre-eminence:

The following list of words and  expressions  also require the approval of the Secretary of State. If you want to use any of them in your business name you will need to write  to the relevant body to obtain their written consent and support to use the name. A copy of the supporting letter should be sent with your letter seeking approval to use the name.

Certain words and  expressions are covered by other legislation and their use might constitute a criminal offence. Some of these are listed below, but this list is not exhaustive and if you have any doubts you should seek further advice. If you want to use any of these words or expressions in your business name you may wish to consult a solicitor and write to the appropriate body to seek their advice on whether using a name would constitute a criminal offence.

Although there are no rules about how you should show the necessary information on your business stationery, you may find the following examples helpful:

There are no rules governing the way you display your business name with the owner's name and address. However, the following example may help you.

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