When forming a new company, an important commercial consideration is the company name. This will be important for a variety of reasons; communicating the business to customers, building a brand and distinguishing the business from its competitors.
A business is not free to name itself with any company name it wishes to use; there are restrictions on the use of company names. These restrictions include rules which prevent two companies from existing with identical names and, in addition, the use of certain restricted words or phrases is prohibited without permission.
It may also be the case that even if a company name is available, its use in trade is restricted by trademark rights.
Can two companies have the same name?
A business cannot have the same name as another registered company. If your business has a name which is too similar to another company's name (or their trademark) they may make a complaint. To avoid this, you should check the Companies House register to identify potential conflicts.
How similar are company names allowed to be?
Company names which are classed as "the same" include those where the only difference is one of the following:
- special characters
- a word or character that's similar in appearance or meaning to another from the existing name
- a word or character used commonly in UK company names
Complaints can also be made if your company name is too similar to another, even if the change falls outside of the above list. This might include making the name a plural, switching from "Limited" to "Ltd" (and vice versa), or using something that sounds the same when pronounced (for example changing "For You" to "4 U" or "Easy" to "EZ")
You may be allowed to use a similar company name where;
- you are setting up a company as part of the same group as the company with the existing name; or
- you have written confirmation that the company or partnership has no objection to your new name.
So, if no-one else is using the name then I can use it as a company name?
Even if a name is available, a further element to keep in mind is that there are restrictions on certain words and phrases if used in a company name or in the course of trade.
Using a name which would be likely to give the impression that the business is connected with any of the following is prohibited, unless the approval of the Secretary of State has been granted:
- the English, Welsh or Northern Irish government, or any part of the Scottish administration
- any local authority
- any public authority specified for the purposes of this section by regulations made by the Secretary of State
Is there a list of 'banned names'?
There are some restrictions on the use of specific words or phrases. These are set out in Schedule 1 to the Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2014 (SI 2014/3140) in three annexes:
These are sensitive words and expressions that require the prior approval of the Secretary of State to use in a company or business name. The full list should be consulted, and can be found here. Some more general examples from the list include: association, Britain/British, chartered, co-operative, federation, foundation, institute/institution and society.
These are words and expressions which, when used in a company or business name, could imply a connection with a Government department, a devolved administration or a local or specified public authority. The full list is set out here and, as above should be reviewed. Word and phrases relating to education (primary/secondary/higher/further education), as well as Government bodies (border agency/force, HMRC, Office of the Public Guardian) are amongst the restricted terms.
This is a miscellaneous category. It includes terms such as building society, chemist, credit union, social worker, solicitor and surgeon, along with other words relating to professions. There are also some other, slightly less expected, phrases that are included, such as "faster, higher, stronger". The full list is available here.
How do we obtain permission to use a restricted word or phrase?
If you do wish to use any of these restricted words or phrases, the appropriate permissions must be sought. Use of these restricted words and phrases without approval may constitute an offence. These permissions can vary depending on the specific piece of legislation regulating the word or phrase, as well as the word or phrase itself.
Generally speaking, the applicant must seek the view of the specified Government department or other body (which will be set out in the legislation). The response is then to be included in an application sent to the Secretary of State for approval. The Secretary of State will review this application and make a decision.
Can I use the word or phrase in our business if it is not part of the company name?
As well as these restricted terms being excluded for use in company names, they are also prohibited for use "in the course of trade". One of the consequences of this is that it is not possible to apply for a registered trademark which incorporates a restricted term (without the appropriate permissions).
We would also recommend that before choosing a company name any business also considers whether there are any registered trade marks which may restrict the business (see below).
If a name is available, and the name does not contain restricted words or phrases, are there any other restrictions on use?
A company name often doubles as a trade name or badge of origin, in other words as a mark which is used to identify the business to the public.
Any marks used in this way in the course of trade are subject to rights other parties may have in registered trademarks and unregistered passing off rights.
If a registered trademark exists which incorporates your company name, then you may be unable to use your company name as a mark or badge of origin in relation to the goods or services for which the trademark is registered if there is a 'likelihood of confusion' among the public between the two parties.
In other words if you want to use the company name as a 'brand' as well as an administrative company name, then you should check for similar registered trademarks and unregistered brands.
Whether or not an existing mark will prevent your use of the name will depend on the similarity of the two marks and the goods or services for which the earlier mark is registered or used, but this can be a complicated question and we would recommend that you take advice.
Existing trademarks can be searched here.
Even if another business does not have a registered trademark, if that business has built up goodwill in a similar brand or mark through use then they may be able to prevent you from using your company name in trade under the law of "passing off".
For this reason we would always recommend that you undertake a thorough search not just of company names, but also of trade marks and other brands and names in use.
If you would like specific advice on the names you are considering for your business, trademarks and other intellectual property rights, or any further advice in relation to Company Law, we would be happy to assist.