Economic Crime and Corporate Transparency Act 2023

18 Direction to change name wrongly registered U.K.

(1) The Companies Act 2006 is amended as follows.

(2) After section 76A (inserted by section 17 of this Act) insert—

“Direction to change name wrongly registered U.K.

76B Direction to change name wrongly registered

(1) The Secretary of State may direct a company to change its name if—

(a) it appears to the Secretary of State that the company’s registration by that name was in contravention of any requirement imposed by this Part, or

(b) the Secretary of State did not, at the time at which the name was registered, form the opinion mentioned in section 53, 56A or 57A, but had proper grounds for doing so.

(2) The direction must be in writing and must specify the period within which the company is to change its name.

(3) The period must be a period of at least 28 days beginning with the date of the direction.

(4) The Secretary of State may by further direction in writing extend the period.

Any such direction must be given before the end of the period for the time being specified.

(5) A company may apply to the court to set aside a direction under subsection (1).

(6) Any application under subsection (5) must be made within the period of three weeks beginning with the date of the direction.

(7) On an application under subsection (5) the court may set the direction aside or confirm it.

(8) If on an application under subsection (5) the direction is confirmed, the court must specify the period within which the direction is to be complied with.

(9) Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates.

(10) If a company applies to the court under subsection (5) to set aside a direction, the company is not required to comply with the direction while the proceedings are ongoing.

(11) If a company fails to comply with a direction under subsection (1), an offence is committed by—

(a) the company, and

(b) every officer of the company who is in default.

For this purpose a shadow director is treated as an officer of the company.

(12) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.”

(3) In section 1047 (registered name of overseas company), in subsection (4), after paragraph (g) (inserted by section 17 of this Act) insert—

“(h) section 76B (direction to change name wrongly registered);”.

Commencement Information

I1 S. 18 in force at Royal Assent for specified purposes, see s. 219(1)(2)(b)

I2 S. 18 in force at 4.3.2024 in so far as not already in force by S.I. 2024/269, reg. 2(n)