Choosing Business Names & Company Names in the UK

Selecting a business name with an expectation of lawful use is not simply a matter of finding an suitable domain name and business name, and commencing to trade. There are a number of considerations in choosing a business name, and securing it for use in a trading entity, whether the name is intended to be used for a company, partnership or sole trader. A business name is the name by which a sole trader, partnership, limited liability partnership or a company trades under.

Companies House

Companies House provides access to the list of company names registered in the UK at Registrar of Companies website. When the name is listed at Companies House, the Registrar of Companies will decline to register the name if it is exactly the same, and will look at closely similar names on an application for registration. If the name is too closely similar to a name already existing on the Register, the name will be refused.  Other restrictions exist to the registration of company names: where the company name is offensive, may constitute a criminal offence by its use, suggests some connection to a government authority or local authority, in the opinion of Companies House, the Registrar of Companies will similarly decline to register the name. A list of words that may not be used in a company name may be viewed at the Companies House. Where a name is accepted, companies that have a similar name may object to the registration within 12 months of the registration of the company.

Register of Business Names

The Register of Business Names also shows names that are already in use. These names are not necessarily the names registered companies, they may be associated with sole proprietors and partnerships. Simply appearing on the business names register no longer confers any rights to use the name, and may lead to claims of passing off and trademark infringement (see further below).

Business Names Act

The Business Names Act applies to companies when they do not use their corporate name to trade, when a partnership does not trade under the names of all the partners, or when an individual does not use their surname in their business name. The Business Names Act prevents use of certain words in a name, so that the public may not be misled as to the nature, size or status of the business. Approval may have to be sought from the Secretary of State to use words specified by the Act. The words include designations that indicate a broad presence, such as: England, British, European, Irish, International, National, Scotland, United Kingdom; as well as representative status, such as Counsel, Federation, Institute, Society, Association, or Board; and indications of a function, such as Assurance, Benevolent, Charter, Foundation, Insurance, Register, Trade Union or Trust.

In the event that a business name is used and does not fall into the exemptions provided by the Act, the disclosure rules apply and as such, the corporate name, names of the partners or individuals names must be mentioned on any place that enterprise does business, on letters sent by the company, on orders and invoice. It is a criminal office not to make the necessary disclosures, or to not provide the details of the business to a person making enquiries.

Companies registered in the UK must use the suffix 'Limited' or 'Ltd' in order to indicate that they are companies. Similar rules operate for public limited companies, which require the those words to be used at the end of a company name or, as is more commonly the case, the suffix 'PLC'.

Passing Off

Selecting a business name that is already in use in the UK that has acquired a reputation, may amount to a misrepresentation that the new business is the established business. This is known as passing off in English law.

Passing off is a civil law offence of strict liability, which means that a subjective intention is not required to make out a claim. A claimant may be successful where it is a natural consequence that the new business name would deceive the relevant public into believing that the two businesses were connected in some way.

Trademark Infringement

Also, if another business has a registered trademark for the business name you are thinking of adopting, it could be an infringement of that trade mark to adopt the new business name. if that is the case, the established busienss with the trade mark may be entitled to obtain an injunction to restrain use of the trademark and obtain damages for use of the business name.

It pays to do a trademark search before a business name is used, to avoid the distraction and expense of having to rebrand the business.

Obtaining trade mark protection for a business name mitigates a large part of the risk in adopting a trade name for a business. Trade mark law is there to provide the owner of the trade name exclusive rights to use of a trade name. Trade mark systems around the world are geared to protect not just trading names, but any 'sign' that is distinctive used in conjunction with a business.