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1. What is a 'direction'?
A direction to change a company name is a legal instruction for a company to pass a resolution adopting a new name and to register the change at Companies House within a specified time. A direction may be issued, for example, as a result of an objection being lodged by an interested party because one name is 'too like' another. This chapter explains how to make an objection, what is considered when deciding whether one name is too like another and generally when a direction may be issued.
2. Who can direct a company to change its name?
The Secretary of State has statutory powers to direct a company to change its name in certain circumstances.
3. How do I object to a name?
If you wish to object to a name, for example because its similarity to your company name may lead to confusion between companies, then you must write to:
For companies incorporated in
England & Wales:
The Secretary of State for
Trade & Industry
Companies Administration Branch
Companies House
Crown Way
Cardiff CF14 3UZ |
For companies incorporated in Scotland:
The Secretary of State for
Trade & Industry
Companies House
37 Castle Terrace
Edinburgh EH1 2EB |
4. What does 'too like' mean?
The Secretary of State first looks at the two names. Only if the names appear to be like each other does he consider whether they are 'too like', that is if there is a danger of confusion between companies.
If the names differ by one or more words, this may suggest that they are not 'too like', depending on, for example, the word(s) and the length of the names in question.
If the names differ in only minor respects, this may suggest that the names are "too like", in which case a direction may be issued. Examples could be:
- If the difference amounts to only one or two letters, especially when these represent the plural of a word included in an otherwise identical name on the register.
- If the names differ by short words, particularly when these words are of a generic nature such as "GB" or "UK" or ".com".
- If the names differ by slightly longer words when they have substantial or very distinctive elements in common.
- If they differ in the use of symbols.
Note: consideration can only be given to the full corporate names of the companies.
5. What if the name suggests a connection with a company already on the index?
The Secretary of State does not consider any aspect of 'implied association', that is whether the company might be thought to be a member of, or associated with, a particular company or group of companies. Nor does he consider the use of trading or business names, logos, ownership of registered trade or service marks, copyrights, patents etc., or any other proprietary rights existing in names or parts of names.
6. How are objections dealt with?
The Secretary of State's powers are discretionary, each case being considered on its merits. The Secretary of State will normally inform the company whose name he proposed to direct to be changed, so that this company can put forward any evidence it considers appropriate in justification of retaining the existing name. Any relevant information provided to support or rebut the case for confusion between companies, as companies (but not between companies as represented by their trading title, style or activity) will be considered in reaching a decision.
7. When may a direction be issued?
A company may be directed to change its name:
- Within 12 months of its date of registration if it is the same as or, in the opinion of the Secretary of State, 'too like' a name appearing (or which should have appeared) on the index at the time of its registration.
- Within five years of its date of registration, where the Secretary of State has reason to think that it has provided misleading information for the purposes of registration, or has given undertakings or assurances for that purpose that have not been fulfilled.
- At any time if the name gives so misleading an indication of the nature of the company's activities as to be likely to cause harm to the public. This direction must be complied with within six weeks unless an application is made to the Court to set it aside. (Section 32, Companies Act 1985)
8. Can a 'too like' name be rejected before the company is registered?
No. Although proposed company names are rejected if they are the 'same as' an existing company name, there is no power to reject a name on the grounds that it is 'too like' that of another company.
It is in your interest to ensure that the name you choose for your company is sufficiently different from any other name on the register. This will reduce the risk of confusion and the following potential difficulties:
- objections to the company name;
- confusion with other companies with a poor trading record;
- a 'passing off' action in civil law.
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