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Incorporation andNames - GP1March 2012 - Version 4.3 as modifed by the Companies ct 200!

Is this "#idance $or yo#%

This guide will be relevant to you if:

• you want to incorporate a company

• you want to check which names are acceptable for a company

Contents

Introd#ction

Chapter 1 Incorporatin" a ne& companyChapter 2 'irectors and secretaries Chapter 3 P#b(ic Companies Chapter 4 Comm#nity Interest Companies Chapter ) *(at Mana"ement companies+ ,i"ht to Mana"e ,M/ companies andCommonho(d associations

Chapter ! Choosin" a Company nameChapter ensitie &ords and epressionsChapter 5b6ections to Company namesChapter 7 8#siness NamesChapter 10 'isc(os#re o$ company name and specifed other in$ormation 9radin"'isc(os#res9/Chapter 11 :#a(ity o$ doc#mentsChapter 12 *#rther in$ormation

This guide answers many frequently asked questions and provides information on completing themost commonly used lings relating to this area. The guide is not drafted with unusual or complextransactions in mind. Specialist professional advice may be needed in those circumstances.

Introd#ction

This guide sets out the main requirements for incorporating a company in the United ingdom i.e.!ngland" #ales" Scotland and $orthern %reland. %t includes information and advice about:

• how to incorporate a limited company&

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• the type of company you wish to incorporate&

• the company(s o)cers&

• choosing a company name including controls and restrictions& *

• disclosure of company name and other information

Chapter 1 - Incorporatin" a ne& company

1. ;hat is Incorporation%

%ncorporation is the process by which a new or existing business registers as a limited company. +company is a legal entity with a separate identity from those who own or run it. The vast ma,orityof companies are limited liability companies where the liability of the members is limited by sharesor by guarantee.

+ business cannot operate as a limited company until it has been incorporated at -ompaniesouse under the -ompanies +ct /001. !stablishing your business as a company means thedirectors are required to le certain documents every year such as annual accounts and an annual

return. They must also inform -ompanies ouse about any changes" such as the appointment orresignation of directors or a change to the company(s registered o)ce.

%t may be worthwhile seeking professional advice from a solicitor or accountant before decidingwhether an incorporated company is the best way for you to run your business. 2ou can also nduseful practical advice for business start up on the business link website.

2. ;ho can incorporate a company%

3ne or more persons can form a company for any lawful purpose by subscribing their names to a

memorandum of association 4see question 56. %n law" (person( includes individuals" companies andother bodies. 7y completing the memorandum the subscribers are conrming their agreement toform a company.

3. Is there more than one type o$ company%

There are four types of company:

Priate company (imited by shares< This company has a share capital and the liability of eachmember is limited to the amount" if any" unpaid on their shares. + private company cannot o8er

its shares for sale to the general public.

Priate company (imited by "#arantee< This company does not have a share capital and itsmembers are guarantors rather than shareholders. The members( liability is limited to the amountthey agree to contribute to the company(s assets if it is wound up.

Priate #n(imited company< +n unlimited company may or may not have a share capital butthere is no limit to the members( liability.

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P#b(ic (imited company< + public company has a share capital and limits the liability of eachmember to the amount unpaid on their shares. %t may o8er its shares for sale to the general publicand may be quoted on the stock exchange. 9urther information about public companies isexplained in chapter .

4. =o& do I incorporate my company and &hat $ees app(y%

There are three ways to incorporate a company.

>(ectronic o$t&are *i(in"!lectronic incorporations can be submitted electronically through suitably enabled software.owever" many incorporation agents and software providers have developed their systems to thepoint where they are able to o8er customers a web;based electronic service 4this is chargeable6.

This means that occasional as well as regular customers can apply for incorporation.

<any of the businesses shown on our list of software suppliers provide web;based services anddepending on the volume of lings you anticipate making" it may be more practical for you to usetheir services. 2ou can nd more information about software ling and a list of providers on our

website.

The standard fee for electronic ling is ='> 4or =0 for the (Same;?ay( service for applicationsreceived by pm <onday to 9riday6. Straightforward applications are normally processed within />hours.

;eb Incorporation erice ia 8#siness ?in@#eb %ncorporation is the safe and reliable way to le online" enabling you to quickly and easilyincorporate your company. The standard fee for #eb %ncorporation is ='5. There is no same dayservice and currently only applications for a private company limited by shares adopting model

articles in their entirety with a proposed non sensitive name can use this service.

9or more information please visit the 7usinesslink website

Paper f(in"@aper documents" which must be sent to the appropriate o)ce" take longer to process thanelectronic documents. The standard registration fee is =>0 4or ='00 for the (Same;?ay( service forapplications received by pm <onday to 9riday6.The fee is =/0 4or ='00 for the (Same;?ay(service6 in the following circumstances:

• your company(s registered o)ce is stated as being situated in #ales 4A#elsh companyA6

and you le documents in the #elsh language&

• your company is a -ommunity %nterest -ompany 4the total fee will be =B including the -%-

Cegulator fee and there is no same day service6& or

• your company is an unlimited company.

-heques should be made payable to -ompanies ouse. Straightforward applications are normallyprocessed within B days of receipt. #hen ling (Same ?ay( applications by post" courier or by handplease ensure that you clearly mark the envelope ASame;?ay %ncorporationA.


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). ;hat doc#ments are reA#ired to incorporate my company%

To incorporate your company you must le the following documents:

• application to register a company 4form %$0'6 and the fee&

• memorandum of association 4see question 56&

• articles of association 4unless you adopt model articles in their entirety 4see question D6&

• additional information if your application includes a sensitive word or expression 4seechapter E6.

2ou may not be able to incorporate your chosen company name if it is the (same as( another nameappearing on the registrar(s index of company names. There is an exception to this if an existingcompany 4or FF@ or other body on the index6 is part of the same group as your company andconsents to the use of your proposed name. This is explained more fully in chapter 1.

!. Can I resere my proposed name%

$o. 2ou cannot reserve a name. #e cannot guarantee to process applications in strict order of thetime or date of their receipt and in general electronic documents are processed more quickly thanpaper documents.

. ;hat is inc(#ded in the Bpp(ication to re"ister a company $orm IN01/9%

This form requires the following information:

• the proposed company name&

• the situation of the company(s registered o)ce 4(C3(6 i.e. whether it is in !ngland and

#ales" #ales" Scotland or $orthern %reland&• the address of the C3 4which must be the same as the situation of the C36&

• whether the company will be private" public or unlimited 4see question 6&

• choice of articles of association&

• details of the proposed director4s6" and the secretary if it has one&

• 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 the

requirement to use AlimitedA or AcyfyngedigA in its name 4see chapter 1"6&

• if the proposed name contains a sensitive word and a section requiring conrmation that

you have requested the views of a government department or other body. 4see chapter E6.

• a statement of compliance or guarantee

. ;hat is the memorand#m o$ association%

The memorandum of association conrms the subscribers( intention to form a company andbecome members of that company on formation. %n the case of a company that is to be limited byshares" the memorandum will also provide evidence of the members( agreement to take at leastone share each in the company.

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Under the -ompanies +ct /001" the memorandum is a much shorter document because all theconstitutional rules of the company are contained in the articles of association 4see question D6.-onsequently" the memorandum serves a more limited purpose and once the company has beenincorporated" it cannot be amended.

%nformation on capital and shareholdings is no longer part of the memorandum as it is contained inthe application to register 4form %$0'6 as a (statement of capital and shareholdings( or for acompany limited by guarantee" a (statement of guarantee("

The required memorandum wording is included in the ( The -ompanies 4Cegistration6 Cegulations/005 4/005G0'>6( and you should use this format when preparing your memorandum. 2ou canalso download a proforma memorandum from our website. @lease note" the wording of thememorandum is prescribed and it cannot be amended in any way. %f you add or change thewording your application will not be accepted.

7. ;hat are the artic(es o$ association%

+ company(s articles of association are its internal rulebook" chosen by its members. !very

company is required to have articles" which are legally binding on the company and all of itsmembers. The articles help to ensure the company(s business runs as smoothly and e)ciently aspossible and will set out how decisions are taken by the members and directors as well as variousmatters connected with the shares.

The articles cannot contain rules that are against the law. @rovided the members observe thisgeneral principle they have complete freedom to choose which rules are included in the company(sarticles" although they may nd it convenient to rely on model articles as a default position. %f themembers decide to draw up their own rules as bespoke articles they may wish to obtainprofessional advice before proceeding.

3n incorporation your company can adopt model articles in entirety" model articles withamendments or it can draft its own bespoke articles.

10. ;hat are mode( artic(es%

+lthough the members can determine their own articles" they can also choose to adopt standardmodel articles set out in legislation. 2ou are not obliged to adopt the provisions of model articles"but they are suitable for most standard companies" provide useful guidance and in some casesprovide a safety net. They are available for private companies limited by shares" privatecompanies limited by guarantee and public companies.

The model articles are set out in schedules '; of ( The -ompanies 4<odel +rticles6 Cegulations

/005 4S% $o. //D6(. They can also be found in the 9+H(s on our website.

#hen you complete the (+pplication to register a company 49orm %$0'6( you will need to specify ifthe proposed company is adopting:

• model articles in their entirety 4they should not be led with application form %$0'6&

• model articles with amendments 4only the amended articles should be led with the form

%$0'6& or

• bespoke articles 4copy of the articles must be led with the form %$0'6.

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%f you do not indicate which articles you are adopting" we will automatically apply the modelarticles appropriate to your company type.

11. ;here can I fnd $#rther "#idance on the memorand#m and artic(es o$ association%

2ou can nd very useful information in the guide" (-ompanies +ct /001 nal implementation ;changes to constitutional documents" including model articles: a summary of what the newapproach means.

12. re there any mode( artic(es $or #n(imited companies%

$o. There are no model articles provided for unlimited companies. owever" an unlimited companycan choose to use model articles as the basis of its own articles of association. The articles mustnot include the provision for the liability of the members to be limited and the members shouldconsider including an article containing power for an unlimited company by special resolution toincrease or consolidate share capital" subdivide or cancel shares or reduce share capital and anyshare premium account. %f you are thinking of incorporating an unlimited company you may wishto obtain professional advice.

13. 'o I need to noti$y Companies =o#se i$ I chan"e my artic(es%

2es. 3nce your company is incorporated" you must notify -ompanies ouse every time yourcompany makes changes to its articles. 2ou and your company may commit an o8ence if you donot do so. 2ou can amend your articles by special resolution and deliver a copy to -ompaniesouse within 'B days of the date it is passed. 2ou must also deliver a copy of the amended articleswithin 'B days of the date the amendment takes e8ect. %t will help us if you le both at the same

time.

9urther information about what you need to do if you amend your company(s articles can be foundin our guidance" (Fife of a -ompany I !vent ?riven 9ilings J@(.

14. ;hat are entrenched or restricted artic(es%

2our company may choose to adopt articles which include restricted provisions which can only berepealed or amended if certain conditions are met. 9or example" a rule which can only be changedwith the support of a higher ma,ority of shareholders than the EB per cent that would be required

to pass a special resolution.

%f your company(s articles include any entrenched provisions you must complete the appropriatesection of the (+pplication to register a company 49orm %$0'6(. The articles themselves must makeit clear what conditions need to be satised in order to change the entrenched provisions inquestion.

1). ;here can I obtain artic(es &hich are appropriate $or my company%

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-ompanies ouse cannot supply bespoke articles of association but you can purchase them from acompany law stationer or formation agent. +lternatively" you can nd model articles for yourcompany on our website

1!. ;hat is the re"istered oce%

!very company must have a registered o)ce. The registered o)ce must be a physical locationwhere notices" letters and reminders can be delivered to the company. The registered o)ce doesnot need not be the place where the company carries on its day;to;day business so it could" forexample" be your accountant(s address. %f the address is not e8ective for delivering documents"the company could risk being struck o8 the register or wound up by a creditor.

%f any person you deal with in the course of your business requests in writing the address of yourregistered o)ce" or the location where they can inspect your company records" or details of therecords that you keep at your registered o)ce" you must respond within ve working days.

#hen you apply to incorporate your company you must state whether your company(s registeredo)ce is to be situated in !ngland and #ales" in #ales 4a A#elshA company6" in Scotland or in

$orthern %reland. The address of your registered o)ce must also be in the same country as itssituation.

%f you decide to change your registered o)ce address" you must le a (-hange of registered o)ceaddress( form +?0'. The change is not e8ective until we register the form" which can be ledelectronically as well as on paper. 2ou can change the address of your registered o)ce but youcannot change its ,urisdiction. 9or example" if your registered o)ce is in $orthern %reland youcannot change it to an address in Scotland.

1. ;hat happens to the company incorporation doc#ments sent to Companies =o#se%

#e will carry out a number of examination checks including one necessary to ensure proposedo)cers are not on the (?isqualied ?irectors Cegister( maintained by -ompanies ouse.

%f the documents satisfy all the appropriate examination checks" we will incorporate the company"issue a certicate of incorporation and place the documents on the company record for publicinspection. @lease note the incorporation does not take e8ect until -ompanies ouse has issuedthe certicate of incorporation. 2ou should bear this in mind before obtaining company stationeryor creating bank accounts.

1. ;hat is the certifcate o$ incorporation%

The certicate of incorporation is conclusive evidence that the requirements of the -ompanies +ct/001 as to registration have been complied with and that the company is duly registered underthis +ct. The certicate will state:

• the name and registered number of the company&

• the date of its incorporation&

• whether it is a limited or unlimited company" and if it is limited whether it is limited by

shares or limited by guarantee&

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• whether it is a private or a public company& and

• whether the company(s registered o)ce is situated in !ngland and #ales" #ales" Scotland

or $orthern %reland.

The certicate must be signed by the registrar or authenticated by the registrar(s o)cial seal.

Chapter 2 - 'irectors and secretaries

Additional information about the role and responsibilities of directors' and secretaries can befound in our 'Life of a Company Part 2 – Event Driven Filings' guide.

1. ;hat is the minim#m n#mber o$ ocers a company reA#ires%

Priate companies: The -ompanies +ct /001 requires a private company to have at least onedirector. owever" a company(s articles of association could impose a higher minimumrequirement. +t least one director must be an individual. + private company does not need tohave a secretary unless the company(s articles of association require it.

P#b(ic companies< + public company must have at least two directors and a secretary. +t leastone director must be an individual. The secretary of a public company must be qualied 4seequestion 6.

2. Can anyone be a company director%

%t is up to the members to appoint the directors who will run the company on their behalf. The only

restrictions that prevent anyone becoming a director are:

• they must not have been disqualied from acting as a company director 4unless the court

has given them permission to act for a particular company6&

• they must not be an undischarged bankrupt 4unless they have been given permission by

the court to act for a particular company6&

• they must not be under the age of '1.

3. 'oes a company secretary need any A#a(ifcations%

$ot in the case of a private company. + secretary of a public company must have one or more ofthe qualications described in chapter .

Chapter ! - Choosin" a Company name

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This chapter provides information about the restrictions" controls and requirements for approval ofcertain words and expressions when used in a company name. %t includes guidance on nameendings and company type& same as names& names that imply a connection with any part ofgovernment& punctuation and permitted characters& and sensitive words and expressions.

7efore choosing a name you should use our #eb-eck service to ensure your chosen name is notthe (same as( an existing name on the index of company names. 2ou should also check the Trade<arks Cegister of the U %ntellectual @roperty 3)ce to ensure that the proposed name does notinfringe an existing trade mark. 2ou can also seek advice from the %nstitute of Trade <ark+ttorneys.

1. Can I choose any name I &ant $or my proposed company%

$o. There are a number of restrictions and controls on your choice of company name.

%f your company is a private company limited by shares or guarantee its name must end withAlimitedA or AFtdA. owever" if your company(s registered o)ce is stated as being situated in #ales4a A#elshAcompany6" its name may instead end with AcyfyngedigA or AcyfA.

%f your company is a public company its name must end with (public limited company( or (p.l.c.(.owever" if your company(s registered o)ce is stated as being situated in #ales 4aA#elshAcompany6" its name may instead end with (-wmni -yfyngedig -yhoeddus( or (---(

The -ompany and 7usiness $ames 4<iscellaneous @rovisions6 Cegulations /00D 4S%/00DG'05B6 setout the controls and restrictions on your choice of company name including:

• requirement that certain expressions and abbreviations 4including #elsh equivalents6 which

describe a particular form of company" can only be used at the end of a name" such asA@ublic Fimited -ompanyA or A-ommunity %nterest -ompanyA.

• controls that restrict the use of ACight to <anageA 4or the #elsh equivalent6 or ACT<A in any

part of the name unless the company is an CT< company&• conditions a private company limited by guarantee must meet to enable it to be exempt

from including AlimitedA" AltdA" AcyfyngedigA or AcyfA at the end of its name 4see question /6&

• rules which prevent the registration of a name which is the (same as( an existing name on

the index 4see questions ;E6&

• controls over the use of certain characters" signs" symbols and punctuation in a company

name.

The following restrictions apply under sections B;BB and ''DE;5 of the -ompanies +ct /001:

• names that suggest a connection with er <a,esty(s Jovernment" a devolved government

or administration or a specied public authority&

•

names that include AsensitiveA words and expressions included in regulations&• names that include words that would constitute an o8ence&

• o8ensive names.

2. =o& can I be eempt $rom inc(#din" 9(imited9 in my company name%

• 2our company must be a private company limited by guarantee and the articles of

association must include clauses that:

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• state that the ob,ects of the company are the promotion or regulation of commerce" art"

science" education" religion" charity or any profession.

• require its income to be applied in promoting its ob,ects&

• prohibit the payment of dividends" or any return of capital" to its members& and

• require each member to contribute to the assets of the company if it is wound up during

the time that he is a member or within ' year of him ceasing to be a member

• %f you wish to apply for the exemption upon incorporation you must complete Section + of

the application to register 4form %$0'6.

3. ;hat is meant by Bsame asB%

%f two company names are so similar they are likely to confuse the public as to which company iswhich" then they are the (same as(. To determine whether a name is the (same as( an existingname the regulations set out:

• the words and expressions that must be disregarded 4see question >6& and

• the words" expressions" signs and symbols that are to be regarded as the same 4see

question B6.

There is one exception to these rules which is explained in question E.

4. ;hat &i(( be disre"arded%

The full list is set out in the regulations. They include:

• designated name endings 4including permitted abbreviations and #elsh equivalents6" e.g.

AlimitedA" AunlimitedA" Apublic limited companyA&

• certain words and expressions including AbiKA" AcoA" Aco.ukA" AcomA" AcompanyA" AUA"AUnited ingdomA" A#alesA" A-ymruA" AnetA" Aorg.ukA" AservicesA" AinternationalA&

• a blank space between or after a word" expression" character" sign or symbol&

• punctuation including a full stop" comma" colon" bracket" apostrophe&

• characters ALA" AMA" ANA" AOA and APA when used as one of the rst three characters in a

name&

• AsA at the end of a name 4irrespective of whether it is a plural6 &

• AtheA and AwwwA at the beginning of a name&

• any characters after the rst 10 characters in a name.

). ;hat &ords and epressions &i(( be re"arded as the Bsame asB%

#hen comparing one name with another certain words and expressions will be regarded as the(same as(" for example" AandA and A*A" AplusA and APA" A'A and AoneA" A1A and AsixA" AQA and AeuroA"ARA and AdollarA" AOA and ApercentA" AA and AatA.

!. Can yo# "ie some eamp(es o$ Bsame asB names%

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(ands Fimited( is the (same as(:

• and;S Fimited

• and S @ublic Fimited -ompany

• ands: Ftd

(-atering Fimited( is the (same as(

• -atering U Fimited

• -atering.co.uk @F-

• -atering %nternational Ftd

• -atering -ompany Services @ublic Fimited -ompany

. re there any eceptions to the Bsame asB r#(es%

2es. The (same as( rule will not be applied in the following circumstances:

• that the proposed company will be part of the same group as an existing company&

• the existing company consents to the registration of the proposed name&

• the application to register includes a letterGstatement from the existing company which

conrms its consent to the incorporation of the new company name and that it will formpart of the same group.

Chapter - ensitie &ords and epressions

1. ;hat are sensitie &ords and epressions%

These are words and expressions which" when included in a company or business name could:

• suggest business pre;eminence" a particular status" or a specic function&

• imply a connection with a government department" devolved administration or" public

authority

• cause a criminal o8ence.

%f any of the above are indicated in your chosen name you will need the approval of the Secretaryof State. These rules are in place to protect the public from being mislead. -ompanies ouse

administers the approval process on behalf of the Secretary of State.

2. Is there a (ist o$ sensitie &ords%

2es. These are set out in the +nnexes +;-.

nne - These words and expressions are included in ( The -ompany" Fimited Fiability@artnership and 7usiness $ames 4Sensitive #ords and !xpressions6 Cegulations /00D 4S% $o.

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/1'B6(. +lso included are the specied public authorities set out in the ( The -ompany" FimitedFiability @artnership and 7usiness $ames 4@ublic +uthorities6 Cegulations /00D 4S% $o. /D5/6(.

To use the ma,ority of these words you will need to obtain the views of the body specied in theregulations. 9or other words you may need to seek the views of another relevant body.

%n all cases the body concerned is not required to support the name but should indicate in writing

whether it has any ob,ection to the proposed name. %f it has no ob,ection the letter or email needonly conrm this view. %f the body does ob,ect then it should explain the reasons. 2ou must includea copy of the response with the (application to register a company 4form %$0'(6.

nne 8; These words and expressions require the approval of the Secretary of State becausethey could imply a connection with government or a relevant body. %f you choose a name thatincludes any of these words you may need to obtain the views of the body and deliver a copy ofthe response with your application. The response should follow the format set out under +nnex +.

nne CI %f you wish to include one of these words you may need to seek the views of therelevant body or ask us for advice. %f you use any of these words without approval you maycommit a criminal o8ence.

Chapter - 5b6ections to Company names

1. Co#(d I be reA#ired to chan"e my company name a$ter incorporation%

2es. 2ou could be required to change your company name after incorporation if:

• the name is (too like( an existing name on the index&

•misleading information was provided at the time of registration&

• the company(s activities are misleading&

• the company no longer ,usties omitting AFimitedA from its name&

• the name is too similar to a name in which someone else has goodwill.

2. ;hat are Btoo (i@eB names%

%n general a name is (too like( an existing name if:

• the di8erences are so trivial the public are likely to be confused by the simultaneous

appearance of both names on the index& andGor• the names look and sound the same.

%n practice this means that a name will be regarded as being (too like( an existing name if they:

• di8er by one or two letters or characters" although the length of the names involved will be

taken into account. 9or example" %nternational Fogistic Support Fimited and %nternationalFogistical Support Fimited would be (too like( but %-F @lc * %-J @lc would not

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• di8er because of punctuation or spacing of letters or words or the order of words. 9or

example" 7ristol eating * @lumbing Fimited * 7ristol @lumbing * eating Fimited wouldbe (too like(& or

• look and sound the same. 9or example" ?ynamic Technology Fimited would be regarded as

(too like( ?inamix Teknology Fimited.

$ames that di8er by the inclusion of additional words 4as opposed to a few characters6 will not be

treated as (too like( regardless of whether the additional word does or does not describe an activityin detail. 9or example" there is no di8erence in the treatment of AtradingA or AplasticsA in terms ofadditional words. owever" names that di8er only by the inclusion of words that are normallyassociated with a name ending such as AcompanyA or ApartnershipA will be regarded as (too like(.

#hen deciding whether a name is (too like( another we will not consider factors such as:

• trademarksGpatents infringement&

• disputes between directors&

• tradingGbusiness names&

• nature * location of the companies( activities&

• arguments over proprietary rights in the name&

•

suggestions of passing o8&• suggestion of implied association&

• dormancy or non;trading status.

+ll (too like( ob,ections should be addressed to the (Secretary of State( and delivered to -ompaniesouse in time to allow for any necessary direction to be issued within '/ months of a company(sincorporation. %f a direction is issued to the a8ected company it will be required to change itsname within '/ weeks of the date of the direction.

The (too like( rules apply to any name which appears on the index of company names whichincludes companies" FF@s and other bodies such as Fimited @artnerships" overseas companies and%ndustrial @rovident Societies.

#hen choosing your proposed name you should check the index to ensure it will not result in anob,ection for (too like( which could require you to change your company name. $ot all (too like(names result in an ob,ection but you could incur additional costs" for example" new signage"business stationery and also damage to the goodwill you have gained since incorporation.

3. =o& is the r#(e on mis(eadin" in$ormation app(ied%

2ou could be directed to change your company name within ve years of incorporation ifmisleading information was provided to enable the name to be registered or if an undertaking orassurance given to enable the adoption of the name has not been fullled. 9or example" this could

apply if statements or information provided to approve a word which included a sensitive wordturned out to be misleading and on review are insu)cient to allow you to use the name.

%f a direction is issued the company would be required to change its name within '/ weeks of thedate of the direction.

4. ;hat is meant by mis(eadin" indication o$ actiities%

'



%f your company or business name gives a misleading indication of the nature of the company(sactivities and the public are likely to su8er harm as a result" then you could be directed to changeyour company name. + typical example would be a company whose name and stated activitiessuggested it was providing training courses that the public believed would lead to a recognisedqualication.

+n ob,ection can be made at any time regardless of how long the company has had the name. %f adirection is issued the company would be required to change its name within 1 weeks of the dateof the direction.

). ;hen &o#(d I need to re-instate 9(imited9 in my company name%

+ limited company is entitled to be registered without AlimitedA 4or a permitted alternative6 in itsname if it meets certain conditions. The conditions for exemption are explained in chapter 1question /. %f at any time the company no longer meets the requirements for the exemption theSecretary of State may direct the company to change its name so that it ends with AlimitedA 4or apermitted alternative6. The directors will need to pass a resolution and notify -ompanies ouse onform $<0B ($otice of change of name by resolution of directors(. + copy of the resolution should

not be sent with this form.

!. ;hat is 5pport#nistic ,e"istration%

3pportunistic registration is the term applied to a company or FF@ which registers a similar nameto one in which another person has goodwill. There is no restriction on who can complain.

-omplaints about opportunistic registration are handled by the -ompany $ames Tribunal 4not-ompanies ouse6 which provides a remedy for parties who are damaged by the registration of acompany or FF@ name in which they have a goodwillGreputation. 3b,ections are also based on the

suspicion that the name has been registered in order to extract money or to prevent the aggrievedparty from registering the name.

9urther information" including application forms and contact information is available on the-ompany $ames Tribunal website.

Chapter 7 - 8#siness Names

1. ;hat is a 8#siness Name%

+ Abusiness nameA is any name under which someone carries on business other than their own. %nthe case of a company or limited liability partnership" it means a name that is not its registeredname. %n the case of a sole trader" it means a name other than a surname with or withoutforenames or initials. %n the case of a partnership" it means a name other than the partners(names.

'>

http://www.companies-house.gov.uk/about/gbhtml/gp1.shtml#c6q2


http://www.companies-house.gov.uk/forms/generalForms/NM05_notice_of_change_of_name_by_resolution_of_directors.pdf


http://www.ipo.gov.uk/cna.htm










2. ;hich proisions o$ the Companies ct 200! app(y to my b#siness name%

7usiness names are not registered under the -ompanies +ct but some of the rules included in the+ct do apply" principally:

• restrictions on the use of certain words in the name and names that could imply a

connection with a government department or public body 4see chapter E6&

• %nappropriate and misleading use of a name ending" e.g. AlimitedA at the end of the nameand trading there are rules to prevent the use of names that could mislead the public 4seechapter 5" question >6.

• rules requiring the names of sole traders and partnerships using a business name to be

displayed on stationery and signs at business premises 4see questions >;B6.

3. =o& do I obtain approa( to #se a sensitie &ord in my b#siness name%

%f your business name includes any of the words and expressions included in +nnexes +;-" whereappropriate" you must obtain the written views of a relevant body and send it to -ompanies ousewith your letter seeking permission to use the name. %f you use such a name without priorapproval" you will be committing an o8ence and may be sub,ect to a ne.

2ou should also ensure your business name does not infringe an existing trade mark.

4. 'o I need to disp(ay my b#siness name%

$o. owever" if you are a sole trader or partnership that uses a di8erent trading name you mustdisplay your own name 4sole trader6 or all the partners( names 4partnership6 in a prominentposition at all your business premises.

). ;hat m#st I inc(#de in b#siness stationery%

%f you use a business name" you must include your own or the partners( names in legiblecharacters 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.

2ou must also include an address in the U to enable business documents to be served on the soletrader or any partner shown on business stationery .

Chapter 10 - 'isc(os#re o$ company name andspecifed other in$ormation 9radin" 'isc(os#res9/

'B


http://www.companies-house.gov.uk/about/gbhtml/gp1.shtml#ch8q4





http://www.companies-house.gov.uk/about/gbhtml/gp1.shtml#ch8q4






1. ;hat is meant by tradin" disc(os#res%

Cegulations made under the -ompanies +ct /001 require a company to display its name at itsregistered o)ce and other places of business" on business documents and on websites. Thepurpose 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 -ompanies 4Trading ?isclosures6 Cegulations 4Statutory%nstrument /005G>DB6 and The -ompanies 4Trading ?isclosures6 4+mendment6 Cegulations /0054S% $o. /'56

;here m#st I disp(ay my company name%

!very company" unless it has at all times been dormant since incorporation" must display a signwith its registered name at:

• its registered o)ce&

• any inspection place&

• at any location at which it carries on business 4unless it is primarily used for living

accommodation6.

%t must also include its registered name in all business communications 4hard copy and electronic6.

3. =o& m#st I disp(ay the si"n &ith my company name%

2ou 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 o)ce" place or location may easily see it&

• continuously" but if the location is shared by six or more companies" each such company is

only required to display its registered name for at least fteen continuous seconds at leastonce in every three minutes.

4. =o& m#st I disp(ay the company name in comm#nications%

2ou must include your company(s registered name in all forms of business correspondence anddocumentation" whether in hard copy or electronic" including:

• business letters" notices and other o)cial 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.

'1











). M#st I disp(ay my company name on my &ebsite%

2es. !very company must disclose its registered name on its websites. 2ou do not need to includethe company name on every page but it must be displayed so it can be easily read.

!. re there any eceptions to the reA#irement to disp(ay a companyBs name%

There are two exceptions:

• an insolvent company" i.e. a company in respect of which a liquidator" administrator" or

administrative receiver is not required to display its registered name at any premises whichare 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 itsregistered name at any place at which it carries on business 4but this exception does not

extend to the company(s registered o)ce or inspection place for the company(s records6.

. ;hat additiona( in$ormation m#st I disc(ose%

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

• the part of the United ingdom in which the company is registered 4i.e. !ngland and #ales"

or #ales" or Scotland" or $orthern %reland6&

• the company(s registered number&

• the address of the company(s registered o)ce&

•

if a company is exempt from the requirement to use AlimitedA in its name" the fact that it isa 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 dened by section 5 of the -ompanies +ct /001" 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.

. ;hat in$ormation m#st the company proide on reA#est%

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

• the address of its registered o)ce:

• the address of any place of inspection&

• the type of company records kept at the registered o)ce or inspection place.

The company must provide this information" in writing" within ve working days.

'E

http://www.companies-house.gov.uk/about/gbhtml/gba6.shtml





7. 'o I hae to disp(ay directorsB names%

+ company does not have to state the directors( names on its business letters unless it chooses todo so. owever" if it does decide to include the names then it must state the names of all itsdirectors. %n other words" a company cannot be selective about which directors( names it shows ; itmust show all of them or none of them.

10. re there specia( r#(es $or charitab(e companies%

Section 15 of the -harities +ct 'DD provides that a charitable company whose name does notinclude the word (charity( or (charitable( must state that it is a charity on company documents"including business letters" notices" invoices" bills of exchange" promissory notes and on anyconveyances it executes. The relevant legislation in Scotland is the -harities and Trustee%nvestment 4Scotland6 +ct /00B.

11. 'o the r#(es app(y to oerseas companies%

2es. @lease see our (3verseas -ompanies registered in the U( 4J@0'6 guide.

12. 'o the r#(es app(y to b#siness names%

2es. @lease see chapter D" questions > and B.

13. ;hat i$ the company is bein" &o#nd #p%

%f a company is being wound up or is in administration or receivership or a moratorium is in forcein respect of its debts" every invoice" order for goods" business letter or order form 4in hard copy"electronic or any other form6 must contain a statement that the company is being wound up.

Chapter 11 - :#a(ity o$ doc#ments

1. ;hat happens to the doc#ments I send to Companies =o#se%

#e scan the documents and forms that you deliver to us to produce an electronic image. #e thenstore the original paper documents and use the electronic image as the working document.

#hen a customer searches the company record" they see the electronic image reproduced on;line.So it is important not only that the original is legible" but that it can also produce a clear copy.

#hen you le a document electronically" we automatically create an electronic image from thedata you have provided us with.

'5

http://www.opsi.gov.uk/legislation/scotland/acts2005/asp_20050010_en_1


http://www.companies-house.gov.uk/about/gbhtml/gpo1.shtml










This chapter sets out some guidelines to follow when preparing a document for ling at -ompaniesouse.

2. =o& sho#(d I set o#t doc#ments%

'oc#ments f(ed e(ectronica((y

?ocuments led electronically must comply with the specications set out by the registrar in hisrules on electronic ling. The formats for software ling are contained in the rules published on thewebsite" and our website contains all the formats you will need to le via that method.

Paper doc#ments

Jenerally" every paper document sent to -ompanies ouse must state in a prominent position theregistered name and number of the company. There are a few exceptions to this rule" which areset out in the published registrar(s rules.

@aper documents should be on +> siKe" plain white paper with a matt nish. The text should beblack" clear" legible" and of uniform density. Fetters and numbers must be clear and legible so thatwe can make an acceptable copy of the document. The following guidelines may help:

;hen yo# f(( in a $orm p(ease<

• use black ink or black type&

• use bold lettering some elegant thin typefaces and pens give poor quality copies6&

• don(t send a carbon copy&

• don(t use a dot matrix printer& and

• remember ; photocopies can result in a grey shade that will not scan well.

;hen yo# comp(ete other doc#ments+ p(ease remember<

• the points already made relating to completing forms&

• to use +> siKe paper with a good margin&

• to supply them in portrait format 4that is with the shorter edge across the top6& and

• to include the company number and name.

3. ;here can I fnd $#rther in$ormation%

9or further guidance on print requirements please visit our website or telephone 00 '/> B00

Chapter 12 - *#rther In$ormation

1. =o& do I de(ier in$ormation to Companies =o#se%

'D

http://www.companies-house.gov.uk/about/policyDocuments/registrarsRules/registrarsRules.pdf



http://www.companies-house.gov.uk/forms/formsOnlineGuide.shtml



http://www.companies-house.gov.uk/forms/formsOnlineGuide.shtml



9or full details of all the ways of delivering documents to -ompanies ouse" electronically or onpaper" please refer to the registrar(s rules which appear on our website.

The safest and most secure way to deliver statutory information to -ompanies ouse is to use ouronline ling services 9or more information and registration details please visit our website.

%f you are delivering documents by post" courier" ?ocument !xchange Service 4?6 or Fegal @ost

4in Scotland6 and would like a receipt" -ompanies ouse will provide an acknowledgement if youenclose a copy of your covering letter with a pre;paid addressed return envelope. #e will barcodeyour copy letter with the date of receipt and return it to you in the envelope provided.

P(ease note: an acknowledgement of receipt does not mean that a document has been acceptedfor registration at -ompanies ouse.

P(ease Note< -ompanies ouse does not accept any statutory documents by fax" @?9 or byemail.

2. 'o I hae to pay to f(e doc#ments at Companies =o#se%

2ou do not have to pay a fee for many of the documents that you have to send to -ompaniesouse" b#t some do reA#ire a $ee and &e &i(( not accept them $or re"istration &itho#tit. 9or full details you should refer to our website.

3. Can I f(e doc#ments in other (an"#a"es%

+s a general rule the law requires that you deliver documents to -ompanies ouse in !nglish"however there are exceptions which are detailed below. -ompanies can deliver the followingdocuments in languages other than !nglish if the document is accompanied by a certied

translation into !nglish:

• resolutions and agreements a8ecting a company(s constitution delivered under -hapter

of @art of the +ct&

• accounts of larger !!+ 4!uropean !conomic +rea6 groups" the group accounts and parent

undertaking(s annual report&

• accounts of larger non;!!+ groups" the group accounts and" where appropriate" the

consolidated annual report&

• a charge instrument or copy charge instrument&

• valuation report required to be delivered to the registrar under section D>4/64d6 of he +ct&

• articles of association& <emorandum of association& and

• court orders.

%n addition companies may also le voluntary certied translations of any document sub,ect to the9irst -ompany Faw ?irective disclosure requirements. These are:

• constitutional documents such as the memorandum and articles of association&

• directors appointments" changes in particulars or terminations& +ccounts" reports and

annual returns& $otication of any change in a company(s registered o)ce& #inding updocuments& Share capital documents 4public companies only6& ?ocuments relating tomergers and divisions 4public companies only6& and ?ocuments relating to overseascompanies.

/0


http://www.companies-house.gov.uk/toolsToHelp/ourPrices.shtml






The voluntary translation must relate to a document delivered to -ompanies ouse on or after ' anuary /00E. Voluntary translations can only be led in an o)cial language of the !uropean Unionand must be accompanied by 9orm VT0'" which will link the translation to the original document.

There are di8erent exceptions for #elsh companies 4those complying with section 55 of the +ct6who are entitled to draw up and deliver certain documents in #elsh without the need of anaccompanying certied translation in !nglish. + full list of the excepted documents can be found inour guidance entitled (-onducting business in #elsh 4J@3B6( available on our website.

4. ;here do I "et $orms and "#ides%

This is one in a series of -ompanies ouse publications which provides a simple guide to the-ompanies +ct.

+ll statutory forms and guides are available" free of charge from -ompanies ouse. The quickestway to get them is on our website or by telephoning 00 '/> B00.

2ou can also obtain forms from company law stationers" accountants" solicitors and companyformation agents.

http://www.companies-house.gov.uk/forms/generalForms/VT01_certified_voluntary_translation_of_an_original_document_that_is_or_been_delivered_to_registrar.pdf



http://www.companies-house.gov.uk/about/guidance.shtml

http://www.companies-house.gov.uk/index.shtml

http://www.companies-house.gov.uk/forms/generalForms/VT01_certified_voluntary_translation_of_an_original_document_that_is_or_been_delivered_to_registrar.pdf



http://www.companies-house.gov.uk/about/guidance.shtml

http://www.companies-house.gov.uk/index.shtml