Business names |
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| Basic law |
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| If you trade in a name other than your own, you must comply with the requirements of the Business Names Act 1985. The basic purpose of the Act is to make it reasonably easy for people with whom you deal to identify who you really are. You do not have to register a business name. |
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| Basic legal requirements |
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| The owners of a business must display the name and contact addresses of each of them, in a place where customers will see them. In addition, this information must be shown on all business stationery. Note: |
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| Individuals and partners must be specified by business name: |
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- The address can be taken as the business address on the stationery. It is not necessary to insert a private address;
- Business stationery includes letters, orders, invoices, receipts, and demands for payment. It does not include advertising material;
- You must give a business address where documents can be served. That does not mean you have to specify that documents can be served at the address on your business stationery, unless the business address for service of documents is different from your trading address;
- All information can be hand written;
- A limited company must display its full company business name outside every office or place of business. This must be conspicuous and legible;
- A company must show its full business name on all stationery and financial instruments.
- A company must show its place of registration, company number, and address of registered office on all business letters and order forms.
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| How does it work in practice? |
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| There are no provisions for policing individual businesses. As a result the regulatory authorities at the Department of Trade and Industry take action against a delinquent trader only when the default is brought to their attention - i.e. you complain - they act. The law provides for penalties for failure to comply with the Act, but in practice these are invoked very rarely - primarily in cases involving fraud. A very large number of smaller businesses fail to comply with the detailed rules where it concerns stationery of secondary importance, such as a receipt. |
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| It matters in a dispute |
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| The arena where compliance becomes most important is in the event of a dispute, which results in a legal hearing. The dispute may not be about a business name. If however one party can point out that his opponent has failed to comply with any basic legal requirement, then a judge is likely to take this into account in his consideration of the merits of the case generally. Since compliance is, in most cases, simple and inexpensive, all businesses are advised to comply fully. |
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| Someone asks |
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| If a customer or supplier asks for a business name or address that has not been supplied in accordance with the Act, then it must be provided immediately and in writing. |
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| What business name can I use? |
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| Any individual or company can use its own business name without more ado. Angela Yvonne Brown can trade as Angela Yvonne Brown, Angela Brown, A Brown, and so on. |
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| There is a list of prohibited business names that is updated from time to time. You can obtain a copy from your nearest office of the Department of Trade and Industry or from Companies House (links below). The make up of the list is unsurprising. It is designed essentially to prevent a business from giving the impression that it is connected with royalty, government, a profession or otherwise to mislead anyone who may consider dealing with the business. |
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| What about domain names? |
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| Internet domain names were not in general use in 1985, so the legislation makes no mention of them. Be assured however that a domain name is a trade name, and the Business Names Act therefore applies fully. Net Lawman knows of no legal case defining the extent to which the Act applies, but it seems likely that it applies in full to any e-commerce enabled site (because that could be said to be a "place of business"). |
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| However, if a business merely has a web site, which constitutes, say, a showroom or advertisement for its products or services, then it is Net Lawman's opinion that the Act is applicable to the same extent as it would be applicable to any other advertising medium. Specifically, the web site should provide all of the information required by the Business Names Act, in a place and form that visitors to the site can find! However, it is unlikely that there is a legal requirement to mention an advertising web site in any place other than on the web site itself. |
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| Action plan - before you fix your chosen name: |
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- Search at any domain name registrar to check for similar names and to make sure you can register an appropriate domain name for yourself;
- If you trade locally, look in telephone directory to test against similar or same names;
- Ring "directory enquiries". Ask for a UK wide search for your name (ask for the telephone number of course!);
- Look up same or similar company names registered at Companies House at;
- http://www.companieshouse.gov.uk
- Check that you have not chosen a prohibited name - see below;
- Check that your name does not conflict with a registered trade mark.
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| Companies House Guide |
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| Crown copyright acknowledged |
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| This is a guide only and should be read with the relevant legislation. |
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| Introduction |
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| Business names are no longer registered with any government departments. But there are laws about using certain names and disclosing certain details of ownership. |
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| Before 1982 many business names had to be registered under the Registration of Business Names Act 1916. This Act was repealed on 26 February 1982 when new rules on business names came into force in the Companies Act 1981. This law was replaced by the Business Names Act 1985. This allows the Secretary of State to have certain controls over the name you choose for your business and what you must tell others about the ownership of the business. |
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| Some words and expressions are controlled by other laws. These rules protect the rights that persons may have in relation to names or words. (In law, 'person' includes individuals and companies.) |
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| This booklet is a guide to the rules in the Business Names Act 1985. It is not a complete statement of the law. If you are unsure about any of the details, you should read the law yourself or consult a solicitor. |
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| Any business names shown in this booklet for the sake of example are intended to be fictitious. |
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| Business names |
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| What is a 'business name'? |
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| It is a name used by any person, partnership or company for carrying on business, unless it is the same as their own name. |
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| What checks should I make before using a business name? |
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| It is advisable to consult a solicitor before using a business name. You should also check local phone books and any relevant trade journals or magazines, to see if any other business is already using the name. If it is, you could face legal difficulties. |
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| If you have any intention to trade goods or services, you would be well advised to ensure your business name does not conflict with a registered trademark. It does not have to be identical with a trade mark to cause possible conflict. Problems can arise if a name is judged to be confusingly similar. For further advice, including how to search the Trade Marks Register, contact the Trade Marks Registry of the Patent Office on: |
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| Who does the Business Names Act apply to? |
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| It applies to: |
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- A company which trades under a name which is not its corporate name, for example, 'XYZ Limited' trading as Fish Antiques;
- A partnership that does not trade under the names of all the partners;
- An individual who trades under a name that is not his or her surname. It makes no difference whether the individual's first names or initials are added. So the Act would apply to Mr. JQZ Singh if he traded as 'Singh Antiques' but not if he traded as 'Singh' or 'JQZ Singh'.
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| What does the Secretary of State having control over business names mean? |
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| Names that include words or expressions that are prescribed by regulation require the approval of the Secretary of State before they can be used. There are also other terms whose use in a name may, in some circumstances, constitute a criminal offence. See the next few questions for more details. |
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| Which business names need approval? |
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| Names listed in appendices A, B and C need approval to avoid the public being misled into believing that a company has a size or status that is not justified. Appendix A also lists broad guidelines on criteria that your business will need to meet for certain words and expressions. A business name that gives the impression that the business is connected with Her Majesty's Government or with a local authority will also need approval before it can be used. |
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| Names that suggest a banking activity: |
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- Following the repeal of the Banking Act 1987, company names that include bank, banker, and banking or deposit no longer need approval.
- However, using words that suggest a banking activity implies that the person using the name is carrying on a banking business and is therefore accepting deposits - a regulated activity under the Financial Services and Markets Act 2000 Act.
- Therefore, the person would normally need to be an 'authorised person' or to have exemption under the Act.
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| Use of a banking name by a person who is neither authorised nor exempt under the Act could be material to whether an offence has been committed under section 24 of the Act. A person may, however, be able to establish that the way that he carries on his business means that those who deal with him would not understand him to be an authorised person. |
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| It should not be assumed that a decision by us to register a particular banking name means that its use in certain circumstances would not contravene section 24. If you are in any doubt, you should seek independent legal advice. |
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| What happens if there is a change of ownership? |
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| When a business with a name that includes a prescribed word changes hands, the new owner must obtain further approval within 12 months to use the name. This applies whether the name was previously registered under the Registration of Business Names Act 1916, or approved under the Companies Act 1981. |
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| How do I apply for approval to use a name? |
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| If you would like to use a business name that includes a word or expression listed in Appendix A you should write, enclosing any information that might help support your application, to: |
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| For Businesses in England or Wales |
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Business Names Section
Companies House
Crown Way
Cardiff
CF14 3UZ
Tel: 029 2038 0362 |
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| Place this at side of England and Wales not below |
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For Businesses in Scotland
The Registrar of Companies
Companies House
37 Castle Terrace
Edinburgh
EH1 2EB
Tel: 0131 535 5800 |
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| If you want to use any of the expressions listed in Appendix B, you will need to write to the 'relevant body' to ask if they have any objection (and if so, why) to your use of that expression. Enclose a copy of any reply you have received from the relevant body when you write to Companies House Cardiff or Edinburgh to ask for approval to use the name. |
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| If the business name that you have chosen gives the impression that your business is connected with Her Majesty's Government or a local authority, you must not use it without the written approval of the Secretary of State. If you do want to use this type of name, you should write to the Business Names Section at Cardiff or Edinburgh, giving as much detail as you can to support your application. |
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| In such cases the Secretary of State's decision will be sent to you in writing after all the supporting information have been considered. |
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| Approval by the Secretary of State to use a name is confined to the use of certain words or expressions. Such approval does not extend to a company's aims and objectives. |
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| The use of words and expressions listed in Appendix C might be a criminal offence. If you wish to use them in a business name, you should write to the appropriate body and consult a solicitor. The Secretary of State has no power to approve or reject such names, which are not covered by the Business Names Act 1985. |
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| Disclosure rules |
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| Do the disclosure rules apply to all businesses? |
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| If the Act applies to you (see chapter 1, question 3) then you must comply with all the disclosure rules. |
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| For example, if Mr W Jones trades as 'W Jones Bakery', then the disclosure rules of the Business Names Act apply. |
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| Disclosure rules also apply to incorporated companies that trade under a different name, for example, ABC Foods Limited as ABC Foods. |
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| Incorporated companies must also comply with the disclosure rules in the Companies Act. These apply to what must be stated on company stationery and are shown in our guidance booklet, 'Company Formation'. |
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| What details must be disclosed about a business? |
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| You will need to disclose (as appropriate): |
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- The corporate name; or
- The name of each partner; or
- The individual person's name; and
- In relation to each person named an address at which documents can be served.
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| Must it be displayed in a particular way? |
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| As long as it can be easily seen and read, it does not matter how you show the information. In large premises, you may need to think carefully about the size of a notice and where you display it to make sure that all your customers and suppliers will see it. You can put up more than one notice if you wish. |
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| Do not send a copy of your display notice to Companies House? |
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| Where this information must be shown? |
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| You will need to show the information clearly in all: |
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- The places where you carry on your business and where you deal with customers or suppliers;
- Business letters;
- Written orders for the supply of goods or services;
- Invoices and receipts;
- Written demands for the payment of business debts.
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| As long as the details are 'clearly legible' they can be handwritten or printed. |
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| Must the information be given to anyone else? |
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| If asked for, the names and addresses that must be disclosed must also be given immediately, in writing, to anyone with whom you are doing business. |
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| Names that suggest a banking activity |
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| Following the repeal of the Banking Act 1987, company names that include bank, banker, and banking or deposit no longer need approval. However, using words that suggest a banking activity implies that the person using the name is carrying on a banking business and is therefore accepting deposits - a regulated activity under the Financial Services and Markets Act 2000. Therefore, the person would normally need to be an 'authorised person' or to have exemption under the Act. |
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| Use of a banking name by a person who is neither authorised nor exempt under the Act could be material to whether an offence has been committed under section 24 of the Act. A person may, however, be able to establish that the way that he carries on his business means that those who deal with him would not understand him to be an authorised person. |
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| It should not be assumed that a decision by us to register a particular banking name means that its use in certain circumstances would not contravene section 24. If you are in any doubt, you should seek independent legal advice. |
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| What if there are a lot of partners - must all the names be disclosed? |
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| If the business has more than 20 partners, you need not put all the partners' names on your business documents. However, you must give the address of the principal place of business and say that a full list of the partner' names and addresses can be inspected there. |
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| What happens if I do not comply with the requirements? |
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| You commit a criminal offence if you use a business name that requires prior approval, and you have not obtained that approval. |
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| Similarly, you are committing a criminal offence if you do not disclose the business details that the Act requires. |
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| Remember, if you do not make your business details available, or you do not display them, you may not be able to enforce a contract that you have entered into. |
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| End of Companies House guidance. There are illustrative appendices to this guidance. We have omitted reference to then to avoid confusion. They are available at the Companies House web site. |
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