Legal Updates

The Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015

Written by Fola Sanu
02/02/2015

A Quick Q and A

This quick question and answer summary takes a look at and attempts to answer briefly, some of the immediate questions that are likely to arise as S.I 2015/17 came into force at the end of January.

What is it?

A single new statutory instrument, which consolidates and replaces various current statutory instruments regarding (a) company, limited liability partnership (‘LLP’ or ‘LLPs’) and business names, and (b) trading disclosures.

To what entities does it apply?

Mainly companies and LLPs intending to either change their existing name or register a new one. It may also affect other businesses that trade under a business name.

Why is it so important?

As well as dictating what company or LLP names can be registered and what business names used, it may have more far reaching effects in terms of an entity’s brand and Intellectual Property, such as its registered trademarks, company and business logos, as certain symbols and logos will now be permitted and may be included in an entities registered name. Therefore entities may want to review their name, brand and other Intellectual Property in the light of the new regulations and perhaps put in place stringent procedures to protect them.

When does it come into effect?

31 January 2015.

What is the immediate effect of its introduction?

1. It revokes current regulations on the same subject and amends other statutes and regulations.

2. It extends the list of characters that can be included in a company, LLP or business name so that a series of accents, diacritical marks and ligatures are now permitted. Hitherto, the regulations required a company, LLP or business name to be made up of letters from the Roman alphabet, allowing only for a very limited number of other characters.

However, it should be noted that this extension to the list of permitted characters also means that certain accented letters/characters will be considered to be the same as their unaccented counterparts. This will affect whether a prospective name is deemed to be the same as a previously registered name and, in turn, whether such a prospective name can be registered. By way of example, the “é” in Café will be considered the same as the “e” in Cafe. As a result, a proposed name such as Aladdin’s Café Limited would be considered to be the same as an existing name such as Aladdin’s Cafe Limited and, in turn, would not be able to be registered.

The possibility of including the new permitted characters as part of a company, LLP or business name may go some way in ensuring that such an entity can register a name exactly as it prefers, perhaps to tie in with its overall brand and any intellectual property rights that it may possess, such as trademarks. However, consideration should be given as to whether the icon, symbol or character chosen is indeed permitted. If it is not, it may prolong the process for registering a name and increase the costs of doing so.

3. It reduces the list of words and expressions to be ignored when considering whether a prospective company, LLP or business name is the same as a previously registered name and, in turn, whether such a prospective name is permitted to be registered. Such words that are now to be ignored for this purpose include “International”, “Holdings”, “Group”, ”Services”, “Imports” and “Exports”(and their Welsh equivalents). So going forward, a company name such as Aladdin’s Treasures International Services Limited would not be considered to be the same as Aladdin’s Treasures Services Limited

On the other side of the coin, the new regulations also have the effect of making some names, which would previously not have been considered as such, the same. This can be seen in the use of the words “Company” and “and”. For example, GD Computer Limited and GD Computer Company Limited will now be considered the same, as will FS Company Limited and FS and Company Limited.

4. It amends trading disclosure requirements. At present, the regulations require that the names of all companies and registered at an address be displayed at all times at that address. However, under S.I. 2015/17, if at least six companies and/or LLPs are registered at the same office, place or location, such entities can have their registered names available for inspection instead of having each of them displayed.

Are there any other considerations?

Yes.
Set to come into force simultaneously with SI 2015/17 is another statutory instrument known as The Companies, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2014 – 2014 No. 3140 (‘S.I. 2014/3140’). S.I. 2014/3140 revokes The Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2009 (S.I. 2009/2615).

S.I. 2014/3140 deletes 26 words and expressions previously considered sensitive in respect of registering a company, LLP or business name and which required justification and approval for their use.

Some of the more commonly requested words which are now considered to be non-sensitive and for which approval need no longer be sought are:
1. “European”
2. “Group”
3. “Holding”
4. “International”
5. “National”
6. “United Kingdom”

What next?

At the time of writing, Companies House had not yet updated its relevant guidance document, ‘Incorporation and names (GP1 December 2014)’, but is expected to do so by 31 January 2015 or shortly thereafter.

There will, no doubt, be some initial confusion as to what can and cannot be registered which may lead to an increase in rejections and objections by Companies House to begin with. This is likely to settle down with experience as Companies House and its clients become more conversant with the new rules.
Finally, the Department for Business, Innovation and Skills expects to review S.I. 2015/17 and S.I. 2014/3140 within five years.

(a) The Company and Business Names (Miscellaneous Provisions) Regulations 2009 (S.I. 2009/1085);
(b) The Company, Limited Liability Partnership and Business Names (Miscellaneous Provisions) (Amendment) Regulation 2009 (S.I. 2009/2404);
(c) The Company, Limited Liability and Business Names (Public Authorities) Regulations 2009 (S.I. 2009/2982);
(d) The Companies (Trading Disclosures) Regulations 2008 (S.I. 2008/495); and (e) The Companies (Trading Disclosures) (Amendments) Regulations 2009 (S.I. 2009/2615).
(a) European Economic Interest Grouping Regulations 1989 (S.I. 1989/638);
(b) The Transport Act 2000, s.56 (5) (as amended);
(c) Schedule to the Enterprise Act 2002 (Part 8 Domestic Infringements) Order 2003 (S.I. 2003/1593);
(d) the Registrar of Companies and Application for Striking Off Regulations 2009 (S.I. 2009/1803); and
(e) Paragraph 1 of Schedule 6 to the Investment Bank Special Administration Regulations 2011 (S.I. 2011/245).

Contact the Author

Fola Sanu

Gordon Dadds