Companies Act 2006 Chapter 1 — General requirements

53–57C・10 provisions

Prohibited names

53

A company must not be registered under this Act by a name if, in the opinion of the Secretary of State— (a) its use by the company would constitute an offence, or (b) it is offensive.

Names for criminal purposes

A company must not be registered under this Act by a name if, in the opinion of the Secretary of State, the registration of the company by that name is intended to facilitate— (a) the commission of an offence involving dishonesty or deception, or (b) the carrying out of conduct that, if carried out in any part of the United Kingdom, would amount to such an offence.

Sensitive words and expressions

Names suggesting connection with government or public authority

54

(1) The approval of the Secretary of State is required for a company to be registered under this Act by a name that would be likely to give the impression that the company is connected with— (a) Her Majesty's Government, any part of the Scottish administration , the Welsh Assembly Government or Her Majesty's Government in Northern Ireland, (b) a local authority, or (c) any public authority specified for the purposes of this section by regulations made by the Secretary of State. (2) For the purposes of this section— “ local authority ” means— a local authority within the meaning of the Local Government Act 1972 (c. 70), the Common Council of the City of London or the Council of the Isles of Scilly, a council constituted under section 2 of the Local Government etc. (Scotland) Act 1994 (c. 39), or a district council in Northern Ireland; “ public authority ” includes any person or body having functions of a public nature. (3) Regulations under this section are subject to affirmative resolution procedure.

Other sensitive words or expressions

55

(1) The approval of the Secretary of State is required for a company to be registered under this Act by a name that includes a word or expression for the time being specified in regulations made by the Secretary of State under this section. (2) Regulations under this section are subject to approval after being made.

Duty to seek comments of government department or other specified body

56

(1) The Secretary of State may by regulations under— (a) section 54 (name suggesting connection with government or public authority), or (b) section 55 (other sensitive words or expressions), require that, in connection with an application for the approval of the Secretary of State under that section, the applicant must seek the view of a specified Government department or other body. (2) Where such a requirement applies, the applicant must request the specified department or other body (in writing) to indicate whether (and if so why) it has any objections to the proposed name. (3) Where a request under this section is made in connection with an application for the registration of a company under this Act, the application must— (a) include a statement that a request under this section has been made, and (b) be accompanied by a copy of any response received. (4) Where a request under this section is made in connection with a change in a company's name, the notice of the change sent to the registrar must be accompanied by— (a) a statement by a director or secretary of the company that a request under this section has been made, and (b) a copy of any response received. (5) In this section “ specified ” means specified in the regulations.

Names suggesting connection with foreign governments etc

56A

A company must not be registered under this Act by a name that, in the opinion of the Secretary of State, would be likely to give the false impression that the company is connected with— (a) a foreign government or an agency or authority of a foreign government, or (b) an international organisation whose members include two or more countries or territories (or their governments).

Permitted characters etc

57

(1) The Secretary of State may make provision by regulations— (a) as to the letters or other characters, signs or symbols (including accents and other diacritical marks) and punctuation that may be used in the name of a company registered under this Act; and (b) specifying a standard style or format for the name of a company for the purposes of registration. (2) The regulations may prohibit the use of specified characters, signs or symbols when appearing in a specified position (in particular, at the beginning of a name). (3) A company may not be registered under this Act by a name that consists of or includes anything that is not permitted in accordance with regulations under this section. (4) Regulations under this section are subject to negative resolution procedure. (5) In this section “ specified ” means specified in the regulations.

Computer code

Names containing computer code

57A

A company must not be registered under this Act by a name that, in the opinion of the Secretary of State, consists of or includes computer code.

Prohibitions where a company has been required to change a name

Prohibition on re-registering name following direction

57B

(1) Where a company’s name has at any time been changed following a direction under section 67, 75, 76, 76A or 76B, or an order under section 73, the company must not subsequently be registered under this Act by the original name or a name that is similar to it. (2) But subsection (1) does not prevent the registration of the company by any name approved by the Secretary of State. (3) In subsection (1)— (a) the reference to the name of a company being changed following a direction under a particular section includes a case where a new name is determined for the company under section 76D because of its failure to comply with the direction; (b) the reference to the name of a company being changed following an order under section 73 includes a case where a new name is determined for the company under section 73(4) because of its failure to comply with an order.

Name that another company has been directed to change

57C

(1) Where a company has at any time been directed under section 67, 75, 76, 76A or 76B, or ordered under section 73, to change its name, no other company may be registered under this Act by that name or a name that is similar if— (a) that company is an existing company and there is a person who has, or has had, a relevant relationship with both companies, or (b) an application has been made for the registration of that company and, if it is registered, there will on its incorporation be a person who has, or has had, a relevant relationship with both companies. (2) But subsection (1) does not prevent the registration of the company by any name approved by the Secretary of State. (3) For the purposes of subsection (1) it is irrelevant whether the person has, or has had, a relevant relationship with both companies at the same time. (4) For the purposes of this section a person has a “relevant relationship” with a company if the person is— (a) an officer, or (b) a member or former member. (5) In subsection (1)— (a) the reference to the name of a company being changed following a direction under a particular section includes a case where a new name is determined for the company under section 76D because of its failure to comply with the direction; (b) the reference to the name of a company being changed following an order under section 73 includes a case where a new name is determined for the company under section 73(4) because of its failure to comply with an order.

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