The Company and Business Names (Miscellaneous Provisions) Regulations 2009

EXPLANATORY NOTE

(This note is not part of the Regulations)

These Regulations deal with restrictions relating to the registered name of a company and to business names.

Part 2 is about company names. The characters that are permitted to be used in the name of a company registered under the Companies Act 2006 (c.46) (“the Act”) are set out in regulation 2 and Schedule 1 (and consequently characters in lower case, ligatures, accents and other diacritical marks are not permitted in the name).

Regulation 3 allows private companies limited by guarantee to be exempt from the requirement in section 59 of the Act to use the statutory indicator (“limited” or its permitted alternative) as part of the company name provided that certain conditions are met. These conditions relate to the objects of the company, the application of its income, the payment of dividends and return of any capital, and asset transfer on winding up.

Regulations 4 to 6 and Schedule 2 set out restrictions on the use of certain words, expressions and abbreviations (or words, expressions and abbreviations specified as similar) in the name of certain types of company registered under the Act. Regulation 4 relates to all companies registered under the Act, regulation 5 to companies which are exempt from the requirement of section 59 of the Act and regulation 6 to unlimited companies.

Regulation 7 and Schedule 3 set out the matters to be disregarded and the matters to be regarded as the same in determining whether a name to be registered under the Act is the same as another name appearing in the registrar’s index of company names.

Regulation 8 sets out the circumstances in which a company or other body can consent to the proposed registration of a name that would otherwise be considered the same as an existing registered name.

Part 3 is about overseas companies’ names. An EEA company may always register its corporate name provided that name complies with regulation 2 (see section 1047(3) and (5) of the Act) and regulations 10 to 12 must be read accordingly.

Part 4 deals with restrictions on names used by any person carrying on business in the United Kingdom (regulations 13 to 15 and Schedule 2).

The power to make regulations contained in section 57(1)(b) of the Act has not been exercised in these Regulations and the reference to that provision in section 85(1)(c) of the Act must be read accordingly.

An impact assessment has not been produced for these Regulations because no impact on the private or voluntary sector is foreseen.