Companies Act 1976

31 Regulation of name under which oversea company may carry on business in Great Britain

(1) Subject to subsection (2) below, the Secretary of State may, if he is of opinion that it is or would be undesirable for an oversea company to carry on business in Great Britain under its corporate name, cause a notice to that effect to be served on the company by the registrar of companies.

(2) No notice shall be served on a company under subsection (1) above later than six months after the relevant date or, if that date is before the coming into operation of this section, later than six months after the coming into operation of this section.

In this subsection " relevant date " means the date on which the company has complied with—

(a) section 407 of the Act of 1948 (documents to be delivered for registration by oversea company when establishing a place of business in Great Britain); or

(b) if there has been a change in its corporate name, section 409(2) of that Act (return to be delivered for registration by oversea company where corporate name is changed).

(3) An oversea company on which a notice is served under subsection (1) above may deliver to the registrar of companies for registration a statement in the prescribed form specifying a name approved by the Secretary of State other than its corporate name under which it proposes to carry on business in Great Britain and may, after that name has been registered, at any time deliver to the registrar for registration a statement in the prescribed form specifying a name approved by the Secretary of State other than its corporate name in substitution for the name previously registered.

(4) The name by which an oversea company is for the time being registered under subsection (3) above shall for all purposes of the law applying in Great Britain (including the [1916 c. 58.] Registration of Business Names Act 1916) be deemed to be the corporate name of the company; but this subsection shall not affect references to the corporate name of the company in this section or any rights or obligations of the company, or render defective any legal proceedings by or against the company, and any legal proceedings that might have been continued or commenced against it by its corporate name or its name previously registered under this section may be continued or commenced against it by its name for the time being so registered.

(5) An oversea company on which a notice is served under subsection (1) above shall not at any time after the expiration of two months from the service of that notice carry on business in Great Britain under its corporate name; and if this subsection is contravened, the company and every officer or agent of the company who knowingly and wilfully authorises or permits the contravention shall be guilty of an offence and liable on conviction on indictment to a fine and on summary conviction to a fine not exceeding £40 for every day during which the contravention continues; but nothing in this subsection shall invalidate any transaction entered into by the company.