Naming your company: Things to consider

Choosing a name

1. Check the name is not in use
Before choosing a company name, check that it:

• is not the ‘same as’ an existing company name on the company register. You can use the ‘name checker’ search at Companies House before registering your company to see if a name is available for use¹; and
• does not infringe an existing trademark. This can be checked through the trade marks register held by the UK Intellectual Property Office. Note that this register is not checked by Companies House when a company name application is made and registration of a name does not mean that intellectual property rights do not exist.

2. Ensure the name is acceptable
Briefly, the Registrar of Companies will not register a name if:

• it is the “same as” another name (as mentioned at bullet 1 above)
• the name is offensive
• the name includes a word whose use could be a criminal offence
• it includes letters, other characters, punctuation or symbols not permitted by regulations²

3. Include the appropriate ending
Subject to certain exemptions, under company law the name must:

• End with the words “public limited company” or “p.l.c” if a public limited company.
• End in “limited” or “ltd.” if a private limited company.
• Comply with rules and requirements regarding the use of terms indicating the form of an entity, including where such wording can be placed. In other words, a company name should not inappropriately indicate the type/form of the entity (e.g. plc, LLP, Ltd, CIC, etc. endings should only be used where a company, partnership, grouping or organisation has that specific form).

4. Obtain approval, if required
Approval will be required from the Secretary of State (and from a regulatory body in some cases) where:

• the name implies that the company is any way affiliated with the Government, a devolved government, or administration or a specified public authority (see the Companies House Annex B: Words and expressions which could imply a connection with a government department, a devolved administration or a local or specified public authority guidance for details)
• it includes sensitive words and expressions (see the Companies House Incorporation and names and Annex C: Words and expressions protected under other legislation guidance for details)

Third party challenge

Registration of a name does not guarantee that it is protected from challenge by a third party. The name can be challenged post-incorporation (or name change) for the following reasons:

1. Direction by the Secretary of State, for example, if the name is “too like” another registered name, does not include the word “limited” (and should) or gives a misleading indication of the company’s activities.
2. Order of a company names adjudicator upholding a complaint made by a third party under certain circumstances e.g. that a company’s name is the same as a name associated with the complainant.
3. For passing off another party’s name by misrepresentation.
4. Trade mark infringement if company uses a name that is the same/similar to a registered trade mark.

For example, in 2023³, the High Court upheld a Company Names Tribunal decision that AXA Wholesale Trading (incorporated in 2020) had to change its name on the grounds that it was sufficiently similar to the name of AXA, that AXA had goodwill in the registered company name and that the use of AXA’s name would be likely to mislead.

Comment

The AXA Case and this article highlight that the steps involved in choosing a company name are not necessarily straightforward and that ample time should be allowed for this so that your company name is not rejected, and does not infringe a third party’s rights.

Contact our Corporate & Commercial team if you would like advice and assistance with carrying out the steps set out in this article, the incorporation of a company, or the process of changing an existing company’s name.

¹ Note that: punctuation; the company’s status; the word “the” or “www” at the start of the name; and, interchangeable words and symbols, is ignored when comparing names.

² See SCHEDULE 1 Characters, Signs, Symbols (including Accents and other Diacritical Marks) and Punctuation of The Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 for a list of appropriate characters

³ AXA Wholesale Trading v AXA [2023] EWHC 1339 (Ch) (“AXA Case”)