What’s in a name?: Similar or misleading company names

The basic assumption is that if a name is not taken on the Companies House database, then it may be used for a new company. While that is true to a certain extent, there are a few further nuances to consider before choosing a name. As well as using the Companies House online company name availability checker to ensure that your preferred name is not the ‘same as’ or ‘too like’ an existing company name, and checking the UK Intellectual Property Office (“IPO”) trade marks register to avoid any potential trade mark infringement, Companies House guidance provides an extensive list of statutory restrictions with respect to company names. For example: 

• Private companies limited by shares or guarantee must end with ‘Limited’ or ‘Ltd’ in England, or ‘Cyfyngedig’ or ‘Cyf’ in Wales (unless your company is a charity or meets certain requirements in the company’s articles of association); 
• Public companies must end with ‘public limited company’ or ‘Plc’ in England, or ‘Cwmni Cyfyngedig Cyhoeddus’ or ‘CCC’ in Wales; 
• Certain expressions and abbreviations which describe a particular form of company (including the Welsh equivalents), can only be used at the end of a name, such as ‘Limited Liability Partnership’ or ‘Community Interest Company’; 
• The name may not suggest a connection with the UK government, a devolved administration, a local authority or a specified public authority; 
• The name may also not include sensitive words or expressions, or words that would constitute an offence or be offensive; and 
• The use of certain characters, signs, symbols and punctuation are prohibited. 

Challenging a company name

However, even if your name complies with the necessary requirements and you are successful with your registration, you may still not be able to keep the registered name and may be required to change it if it becomes subject to a complaint.  

Your company name may be successfully challenged for any of the following reasons: 

• The name is ‘too like’ an existing name on the index, in that it differs from another name by only a few characters, signs, symbols, punctuation, or it looks and sounds the same. In this instance, the Secretary of State must give any direction to change the name within twelve months of the company’s name registration; 
• Misleading information was relied on to support the use of a sensitive word or expression at the time of registration. Here, a change can be mandated within five years of registration; 
• The name gives a misleading indication of the company’s activities and is likely to cause harm to the public. There is no time limit for making a complaint under this limb; 
• The company no longer justifies omitting ‘Limited’ from its name, as it no longer meets the requirements for exemption; 
• The name is the same as a name associated with the complainant in which they have goodwill; 
• If a name is so similar that the public is unable to distinguish between the name and another; or 
• In instances of opportunistic registration, where the name is sufficiently similar and is likely to mislead by suggesting a connection between the company and the existing name which has goodwill. 

Opportunistic registration

The Company Names Tribunal (the “CNT”), a part of the IPO, is the body responsible for considering complaints about opportunistic registration. 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, the Adjudicator may then give notice to Companies House to change the name of the company to its company number (which will never change). A recent High Court decision in AXA Wholesale Trading v AXA [2023] EWHC 1339 (Ch) 11 May 2023, confirmed that the Court would adopt the same approach as the IPO does with trade mark registration appeals, as the legal exercise undertaken by the IPO is similar. The Court also held that an appeal would only be allowed where there was an error of law and it would be reluctant to interfere unless a distinct and material error of principle was shown. 

With such limited appeal prospects, it is fair to conclude that once a name has been deemed inappropriate, the name’s fate is sealed no matter the costs incurred. However, in an effort to curtail such unnecessary litigation expenses, the incoming Economic Crime and Corporate Transparency Act 2003 is set to provide Companies House with some additional proactive powers to conduct more stringent checks on company names before they get to the court stage. The new Act will allow Companies House to refuse to incorporate a company where, in the Secretary of State’s view, the name could be used to facilitate certain crimes, suggests a non-existent connection with a foreign government and/or international institution, or contains a computer code. As such, the Secretary of State will be bestowed with new wider powers to direct companies to change their names if deemed to be within these categories, and to request for the name to be replaced with the company number where there is a failure to act. 

Contact us 

To discuss how our Corporate and Commercial team can support your business, please contact one of our team directly or, alternatively, complete and submit an enquiry form below.