Company name legislation
Before you can register a limited company, you must choose a company name. There are a few requirements and restrictions - but generally, you have quite a lot of freedom when it comes to naming your new company. The main legislation that governs company names is:
- Companies Act 2006, the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 (SI 2015/17)
- The Company, Limited Liability Partnership and Business (Sensitive Words and Expressions) Regulations 2014 (SI 2014/3140) Regulations 2014.
Rules and Regulations
- You cannot register a company name that is exactly the same as, or similar to, the name of another registered company, unless permission is granted from the existing company or LLP, or the new company or LLP is intended to be part of the same group. A company name will be considered the ‘same as’ if it is so similar to another name that it is likely to confuse the public as to which company is which.
- Company names may not contain any ‘sensitive’ words or expressions, unless permission is granted from the Secretary of State at Companies House, or another authorising body.
- The use of certain characters, signs, symbols and punctuation in company names are not permitted.
- The names of all private limited companies must end with ‘Limited’ or ‘LTD’. Companies with a registered office in Wales may use ‘Cyfyngedig’ or ‘CFY’.
- The names of all Limited Liability Partnerships must end with ‘Limited Liability Partnership’ or ‘LLP’. LLPs with a registered office address situated in Wales may use 'partneriath atebolrwydd cyfngedig' or 'PAC'.
What are sensitive words and expressions?
The use of certain sensitive words in business names may give a misleading indication of the status of a business or the nature of the activities being carried out by a business. Controls over sensitive words and expressions are therefore in place to ensure the public is not misled or harmed in any way. The list of sensitive words does not prohibit the use of any word: it simply highlights words which need to be considered by a specified body (e.g. Financial Conduct Authority, The Charities Commission, The Department of Health, Ministry of Justice) before they are used within the name of a company.
As per The Company, Limited Liability Partnership and Business (Sensitive Words and Expressions) Regulations 2014, unless an email or letter of non-objection is obtained from the Secretary of State at Companies House or other specified body, a company name must not:
- Suggest business pre-eminence, a particular status or a specific function.
- Imply a connection with the Royal Family, the UK Government, a devolved administration, a local authority or a specified public authority.
- Include any words that represent a regulated activity.
- Constitute an offence or include any offensive words.
A full list of sensitive words and expressions that require consideration, and details of the relevant bodies whose permission must be sought, can be found here.
The specified bodies do not have to approve company or business names, they only have to confirm they have no objections. It is important that ‘not objecting’ to the use of a name is not seen as giving support or endorsing a particular company. The body simply confirms that the use of the sensitive word is acceptable at the time and consistent with the objectives of the company.
Once the views of the specified body have been made, the Secretary of State is able to approve the name. In some cases, the use of a name needs to be supported by certain criteria. For example, use of the word ‘University’ to describe an institution will only be supported if the applicant meets the government criteria (i.e. has degree awarding powers), whilst other cases (e.g. a pub near a campus requesting the name “The University Arms Ltd”) are considered on a case by case basis to establish whether the use is appropriate and not misleading.
If and when you obtain consent from a specified government department or public body, you must include the email or letter of non-objection with your company formation form. Simply upload and attach it to your online application. Companies House will reject your application without this supporting documentation. If the authorising body for the designated sensitive word or expression is the Secretary of State (Her Majesty’s Principal Secretary of State for Business, Innovation and Skills - more commonly known as the Business Secretary), Companies House will act on his or her behalf.
Checking the availability of a company name
Prior to completing your company formation application, you must ensure your proposed company name is not the same as, or too similar to, the name of an existing company on the index of company names. You can use our free name-check facility to do this. Simply click the green ‘Start’ button on our homepage to find out if your chosen name is available. Our name-checker will also tell you if your proposed name contains any sensitive words or expressions, prohibited characters, signs or symbols.
You should also check the Trade Marks Register of the UK Intellectual Property Office to ensure that the proposed name does not infringe an existing trade mark. The Institute of Trade Mark Attorneys can assist with such matters if need be.
If you’re lucky enough to get your first choice of name, that’s great - you can go ahead and set up a limited company. If your proposed name is taken, you will have to alter the name until you find one that is available. Remember to include ‘Limited/LTD’ or ‘Limited Liability Partnership/LLP’ at the end of the name, otherwise your application will be rejected.
Dissolved company names
You can incorporate a limited company with the name of a dissolved company; however, we strongly advise thoroughly researching the dissolved company’s activities and history before doing so. The last thing any new business needs is negative association with an old company.
You should first carry out an online check to see what comes up. Consider requesting the last set of accounts from Companies House to determine the financial state of the dissolved company when it was wound up - this could give you an indication of its reputation. Carrying out a credit check would also be a good idea to find out whether the dissolved company had any County Court Judgements (CCJs) against its name from leaving its creditors high and dry.
Changing a company name after incorporation
It is very easy to change your company name online after incorporation. This is one of the few post-formation changes for which Companies House charges a fee - the standard change-of-name fee is £8.00. You will need to obtain the approval of the company members or directors (depending on the provisions of your articles of association), carry out the same name availability checks as during the company registration process and submit a request to Companies House.
How to change a company name
There are two ways in which a change of company name can be approved: by resolution of the directors, or by special resolution of the company members (shareholders or guarantors). To determine the appropriate procedure, you must refer to your company’s articles of association.
1. Resolution of company directors
If your company was incorporated with bespoke articles of association, it may be worth checking whether they contain any special provisions enabling the directors to change the company name without shareholder approval. However, if like most companies, it was incorporated with model articles, you must obtain shareholder approval of any change to company name, in the way described above, via a special resolution.
Simply complete Form NM02 ‘Notice of change of name by means provided for in the articles’, and deliver it to Companies House electronically with the £8.00 processing fee and any required supporting documentation for sensitive words. You can do this through Companies House WebFiling. Alternatively, you can change your company name online in just 24 hours through Quality Company Formations’ Client Admin Portal. Additional documentation can be uploaded and delivered to Companies House using this service.
2. Special resolution of company members
If your company’s articles do not provide for a change of name by the directors, the members must pass a special resolution at a general meeting or in writing. This type of resolution requires at least 75% of members’ votes to be cast in favour of the change.
When the required quota has been achieved, a company director should complete Form NM01 ‘Notice of change of name by resolution’ and deliver it to Companies House within 15 days of the resolution being passed, along with the £8.00 change-of-name fee, a copy of the members’ resolution and any supporting documentation for sensitive words.
You can notify Companies House through WebFiling, or you can change your company name online in just 24 hours through Quality Company Formations’ Client Admin Portal. You can easily upload and deliver additional documentation using this service.
How to change the name of an LLP
To change the name of an LLP, you must obtain the approval of all partners (LLP members), unless the Partnership Agreement states otherwise. When a change of name has been agreed, Form LL NM01 should be completed by a designated member and delivered to Companies House online or by post. Alternatively, you can change your company name online in 3 hours by notifying Companies House through our Client Admin Portal.
When your new company name is approved
- Companies House will issue a Certificate of Incorporation on Change of Name to verify the amendment. You cannot start using the new name until you receive this document.
- The rest of your registration details will remain exactly the same as they appear on your original Certificate of Incorporation, including your company registration number (CRN) and date of company formation.
- It is important that you retain your original certificate of incorporation as well as the Certificate of Incorporation on Change of Name - the new certificate is not a replacement; it only contains information about the change of name and the date it occurred.
- Companies House will update the public register to reflect the change of name.
- You must start using the new name within two weeks of receiving the certificate of incorporation.
- You must notify your clients, suppliers and service provides as soon as possible, change the name of your business bank account and update all company stationary, websites and signage accordingly.