Companies Act 2006 (c. 46)

Part 5 U.K. A company's name

Modifications etc. (not altering text)

C1 Pt. 5 power to apply (with modifications) conferred (E.W.S.) (1.12.2013) by Co-operative and Community Benefit Societies and Credit Unions Act 2010 (c. 7), ss. 4(1)(2)(b), 8(2); S.I. 2013/2936, art. 2

C2 Pt. 5 power to apply (with modifications) conferred (1.8.2014) by Co-operative and Community Benefit Societies Act 2014 (c. 14), ss. 135, 154 (with Sch. 5)

C3 Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

C4 Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2

Chapter 1 U.K. General requirements

Prohibited names U.K.

53 Prohibited names U.K.

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.

Modifications etc. (not altering text)

C5 S. 53 applied (with modifications) by S.I. 1989/638 reg. 10(1A)-(1C) (as substituted (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), reg. 13 (with reg. 2))

C6 Ss. 53-56 applied (with modifications) (9.7.2009 for certain purposes otherwise 1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 8 (with Sch. 1 paras. 3, 4, 34, 35) (as amended (14.12.2009) by S.I. 2009/2995, reg. 2(2))

[F1 53A Names for criminal purposes U.K.

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.]

Textual Amendments

F1 S. 53A inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 8(2), 219(1)(2)(b)

Sensitive words and expressions U.K.

54 Names suggesting connection with government or public authority U.K.

(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 [F2 , 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)

  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,

  (b)

  a council constituted under section 2 of the Local Government etc. (Scotland) Act 1994 (c. 39), or

  (c)

  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.

Textual Amendments

F2 Words in s. 54(1)(a) inserted (6.11.2009) by The Government of Wales Act 2006 (Consequential Modifications, Transitional Provisions and Saving) Order 2009 (S.I. 2009/2958), art. 9

Modifications etc. (not altering text)

C7 S. 54 applied (with modifications) by S.I. 1989/638, reg. 10(1A)-(1C) (as substituted (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), reg. 13 (with reg. 2))

C8 Ss. 53-56 applied (with modifications) (9.7.2009 for certain purposes otherwise 1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 8 (with Sch. 1 paras. 3, 4, 34, 35) (as amended (14.12.2009) by S.I. 2009/2995, reg. 2(2))

Commencement Information

I1 S. 54 wholly in force at 1.10.2009; s. 54 not in force at Royal Assent, see s. 1300; s. 54 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 32 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(e) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

55 Other sensitive words or expressions U.K.

(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.

Modifications etc. (not altering text)

C9 S. 55 applied (with modifications) by S.I. 1989/638, reg. 10(1A)-(1C) (as substituted (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), reg. 13 (with reg. 2))

C10 Ss. 53-56 applied (with modifications) (9.7.2009 for certain purposes otherwise 1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 8 (with Sch. 1 paras. 3, 4, 34, 35) (as amended (14.12.2009) by S.I. 2009/2995, reg. 2(2))

Commencement Information

I2 S. 55 wholly in force at 1.10.2009; s. 55 not in force at Royal Assent see s. 1300; s. 55 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 55 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(e) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

56 Duty to seek comments of government department or other specified body U.K.

(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.

Modifications etc. (not altering text)

C11 S. 56 applied (with modifications) by S.I. 1989/638, reg. 10(1A)-(1C) (as substituted (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), reg. 13 (with reg. 2))

C12 Ss. 53-56 applied (with modifications) (9.7.2009 for certain purposes otherwise 1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 8 (with Sch. 1 paras. 3, 4, 34, 35) (as amended (14.12.2009) by S.I. 2009/2995, reg. 2(2))

Commencement Information

I3 S. 56 wholly in force at 1.10.2009; s. 56 not in force at Royal Assent, see s. 1300; s. 56 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 56 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(e) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

[F3 56A Names suggesting connection with foreign governments etc U.K.

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).]

Textual Amendments

F3 S. 56A inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 9(2), 219(1)(2)(b)

Permitted characters etc U.K.

57 Permitted characters etc U.K.

(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.

Modifications etc. (not altering text)

C13 S. 57 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 9 (with Sch. 1 paras. 3, 34, 35) (as amended (31.1.2015) by The Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 (S.I. 2015/17), reg. 1(1), Sch. 5 para. 2)

C14 S. 57(3) applied (with modifications) by S.I. 1989/638, reg. 10(1A)-(1C) (as substituted (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), reg. 13 (with reg. 2))

Commencement Information

I4 S. 57 wholly in force at 1.10.2009; s. 57 not in force at Royal Assent, see s. 1300; s. 57 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 56 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(e) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

[F4 Computer code U.K.

Textual Amendments

F4 S. 57A and cross-heading inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 10(2), 219(1)(2)(b)

57A Names containing computer code U.K.

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.]

[F5 Prohibitions where a company has been required to change a name U.K.

Textual Amendments

F5 S. 57B and cross-heading inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 11(2), 219(1)(2)(b)

57B Prohibition on re-registering name following direction U.K.

(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.]

[F6 57C Name that another company has been directed to change U.K.

(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.]

Textual Amendments

F6 S. 57C inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 12(2), 219(1)(2)(b)