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Can I choose any name I want for my company?
Could my choice of name be rejected?
What does 'the same as' mean?
What types of words and expressions are sensitive?
Who can form a company?
How do I form a company?
What is a memorandum of association?
What are articles of association?
What is Form 10?
What is a registered office?
Why must I file a form 12?
If I correct or amend information on a form 10 or memorandum of association why must I re-swear my form 12?
Why must the director and secretary sign the form 10?
Why must the subscriber or agent sign the form when in most cases they have already signed the memorandum and articles of association?
Is there a minimum age under which an individual is barred from acting as a company director?
Are company officers permitted to give a corporate address or PO Box number as an address?
Can a PO Box be used for the Registered Office address?
Does it make any difference if we were married abroad?
What are the 'objects' of a company?
 

Can I choose any name I want for my company?
No. Several regulations can affect your choice. For example, all company names must end with the words 'Limited', 'Unlimited', 'Public Limited Company', or their abbreviations or Welsh equivalents. Certain companies may apply for exemption from using 'limited.

Could my choice of name be rejected?
Yes, if:

* it is 'the same as' a name already on the index - see question 3 below;
* it includes the words 'limited', 'unlimited' or 'public limited company' anywhere except at the end of the name. This applies equally to abbreviations or the Welsh equivalent of the words;
* it is offensive;
* its use would be a criminal offence.

In addition, some names need the approval of the Secretary of State before they can be registered. These include names which contain words prescribed by regulations (see question 4 below) and names which suggest a connection with central or local government. If these categories are avoided, you can normally have your choice of name.

Before you apply to set up a company, or do anything to change its name, it is a good idea to search the index at Companies House to see if there are already any companies with names similar to the one you want.

What does 'the same as' mean?
When deciding whether a name is 'the same as' another name, the Registrar ignores punctuation, the company's status, 'the' at the start of the name, and words like 'company (or co)', 'and (or &) company (or co)'. A name that sounds the same as one already on the Company Names Index may be accepted if the two names are spelt differently.

For example, if the name 'Hands Limited' is already registered, then the following would be rejected:

* Hands Public Limited Company (or PLC)
* H and S Limited (or Ltd)
* H and S Public Limited Company (or PLC)
* H & S Limited (or Ltd)
* any of the above, with the addition of 'Company (or Co)' or 'and (or &) Company (or Co)'

What types of words and expressions are sensitive?
The following words imply national or international pre-eminence:

* British - approval of this word in your company name will depend on how it is used. Normally the Secretary of State would expect the company to be British owned. You would need to show that the company is pre-eminent in its field by providing supporting evidence from an independent source such as a Government department or a trade association.

If the word 'British' is qualified by words that do not describe an activity or product, for example by using a 'made-up' word, then evidence of pre-eminence is not necessarily essential. But you would be expected to show that your company is substantial in relation to its activity or product and that it is eminent in its own field.

* England, English, Scotland, Scottish, Wales, Welsh, Ireland or Irish - if you wish to use these words as a prefix to your company name, the rules are similar to those for 'British'. You will usually be given approval to use any of these words as a suffix if you show that the company has its main place of business in the country concerned. If you want to use one of these words because it is a surname, you will usually be given approval if the company name includes forenames or initials.
* European - names which include this word will not be approved if they unjustifiably imply a connection with official bodies of the European Union. If there is a genuine connection with an official body, the name may be allowed if the appropriate body supports the application.
* Great Britain or United Kingdom - if you wish to use these expressions as a prefix, or to use 'of Great Britain' or 'of the United Kingdom' as a suffix, then the criteria are the same as for 'British'. If the words are used as a suffix to the name, they are normally allowed without difficulty. Using the initials 'GB' or 'UK' in your company name does not require approval.
* International - if you wish to use this word as a prefix, you need to show that the major part of the company's activities is in trading overseas. If you wish to use it as a suffix, then approval will usually be given if you can show that the company operates in two or more overseas countries.
* National - the criteria for use of this word are the same as for 'British'.

The following words imply business pre-eminence or representative or authoritative status:

* association, federation or society - if you wish to use one of these words, your company would normally be limited by guarantee. Each member should have one vote and the constitution should contain a non-profit distribution clause. This provides that any profits should be used to further the objects of the company and not be paid to the members as dividends.

* authority, board or council - if you want to use any of these words, you should ask Companies House for advice. If the company is to be registered in Scotland, contact Companies House in Edinburgh.

* institute or institution - approval for use of these words is normally given only to those organisations which are carrying out research at the highest level or to professional bodies of the highest standing. You will need to show us that there is a need for the proposed institute and that it has appropriate regulations or examination standards. You will need evidence of support from other representative and independent bodies.

The following words imply specific objects or functions:

* assurance, assurer, insurance, insurer, re-assurance, re-assurer, re-insurance or re-insurer - if the name is needed for an underwriting company, we will normally seek further advice. However, if you want to use the name for a company that will only provide insurance services, then you should include the appropriate qualification, for example 'agents', 'consultants' or 'services', in the name.

* benevolent, foundation or fund - names that include any of these words will normally be refused if they imply that the company has charitable status. If the company is limited by guarantee and has a non-profit distribution clause in the memorandum of association, then the name will normally be approved.

* charter or chartered - names that include these words will be refused if they unjustifiably give the impression that the company has a Royal Charter. If the words are used to qualify a profession, we will seek the advice of the appropriate governing body before considering whether to give approval.

* charity - approval for a name including this word normally depends on the company being registered with the Charity Commission. A company's objects should be charitable and the memorandum should contain a non-profit distribution clause.

* chemist or chemistry - if you want to use these words, you should ask for advice from Companies House in Cardiff. If the company is to be registered in Scotland, contact Companies House in Edinburgh.

* co-operative - any company wanting to use this word should normally be limited by guarantee with each member having one vote, and include a non-profit distribution clause in the memorandum of association. However, a company limited by shares may also be permitted to use 'co-operative' in its name in some circumstances. In either case, we may ask you to provide more detailed information before giving approval.

* Friendly Society or Industrial and Provident Society - we will refer names which include these expressions to the Registrar of Friendly Societies for advice. If you want to use them in your company name, you should first ask Companies House in Cardiff. If the company is to be registered in Scotland, contact Companies House in Edinburgh.

* group - if use of this word implies several companies under one corporate ownership, then you will need to provide evidence of association with two or more other British or overseas companies. If the name clearly shows that the company is to promote the interests of a group of individuals, then the name will normally be approved.

* holding(s) - a company wishing to use this word must be a holding company as defined under section 736 of the Companies Act 1985.

* patent or patentee - a name including either word will only be approved if it does not contravene the Copyright, Designs and Patent Act 1988.

* post office - we are likely to seek advice on applications that include these words.

* register or registered - we treat every application for use of these words on its merits. Generally, we will seek advice from the appropriate governing body if names that include these words are linked with a professional qualification. The name will not be registered if it unjustifiably implies a connection with HM Government or a local authority. If such a connection actually exists, the name may be allowed if the appropriate body supports the application.

* Sheffield - if you wish to use a name that includes the word 'Sheffield', we will need to establish details of the company's location and its business activities. We will also consult the Company of Cutlers in Hallamshire.

* stock exchange - names including this expression will normally be refused unless there are special circumstances.

* trade union - names including this expression will normally be refused unless they conform to legislation relating to trade unions.

* trust - the word 'trust' can be used in many different senses. Each application is dealt with on its merits but the main uses of this word are as follows:

charitable trust - these companies need to have charitable objects and a non-profit distribution clause in the memorandum of association. You will be asked for confirmation that you have made, or will make, an application for registration as a charity with the Charity Commission. Scottish companies wishing to use the expression 'charitable trust' will need to apply to the Inland Revenue in Edinburgh as the Charity Commission has no jurisdiction in Scotland.

educational trust or artistic trust - such companies should have a non-profit distribution clause in the memorandum of association and the name should reflect the nature of the trust. The promoters should be of high standing in the field.

enterprise trust - these companies must have a non-profit distribution clause in the memorandum of association and they must be able to provide evidence of support from, for example, local authorities, businesses or banks.

family trust - such companies must be non-profit distributing and the objects must reflect the nature of the trust. Names of family trusts will usually be approved if the name as a whole identifies the company as such.

financial trust or investment trust - if you wish to use these expressions, you will need to provide a written assurance that substantial paid-up share capital or other funds will be achieved within a reasonable period after incorporation.

pensions or staff trust - the names of such companies must include the name of the parent company, and the objects of the company must include the operation of pension funds.

unit trust - if you wish to use this as part of your company name, you should seek the advice of Companies House in Cardiff. If the company is to be registered in Scotland, contact Companies House in Edinburgh.

Who can form a company?
The Companies Act generally allows one or more persons to form a company for any lawful purpose by subscribing to its memorandum of association. However, a public company or an unlimited company must have at least two subscribers. Information about companies formed by a single person can be found in chapter 3. (In law, 'person' includes individuals and companies)

How do I form a company?
If you incorporate a company yourself, you will need to send the following documents, together with the registration fee (currently £20) to the Registrar of Companies:

* A memorandum of association
* Articles of association
* Form 10
* Form 12

What is a memorandum of association?
This document sets out:

* the company's name,
* where the registered office of the company is situated and
* what it will do (its objects). The object of a company may simply be to carry on business as a general commercial company.

Other clauses to be included in the memorandum depend on the type of company being incorporated. The form of memorandum for each type of company is set out in a set of tables called The Companies (Tables A to F) Regulations, 1985. (In this booklet we have called them 'the Tables'.) The company's memorandum delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature.

What are articles of association?
This document sets out the rules for the running of the company's internal affairs. Model articles are provided in the Tables mentioned above.

A company may adopt the whole of Table A as its articles or any part of it.

A company limited by shares which has adopted the whole of Table A without modification does not need to deliver a copy for registration. However, you must attach a letter to your application saying this.

What is Form 10?
Form 10 gives details of the first director(s), secretary and the intended address of the registered office. As well as their names and addresses, the company's directors must give their date of birth, occupation and details of other directorships they have held within the last five years. Each officer appointed and each subscriber (or their agent) must sign and date the form.
The same person can be both a director and company secretary, provided there is another director. A sole director cannot also be the company secretary.

What is a registered office?
It is the address of a company to which Companies House letters and reminders will be sent. The registered office can be anywhere in England and Wales (or Scotland if your company is registered there). The registered office must always be an effective address for delivering documents to the company, and to avoid delays it is important that all correspondence sent to this address is dealt with promptly. If a company changes its registered office address after incorporation, the new address must be notified to Companies House on Form 287.

Why must I file a form 12?
The form 12 is a statutory declaration that the information filed as part of, or in support of, an incorporation application is correct. The declaration allows prosecution under the Perjury Act of anyone making false statements and so reduces the likelihood of applicants avoiding the disclosure requirements of the Companies Act.

If I correct or amend information on a form 10 or memorandum of association why must I re-swear my form 12?
The form 12 is a statutory declaration that the information filed as part of, or in support of, an incorporation application is correct. Any additional information added to an application must be accompanied by another declaration stating the new information is correct.

Why must the director and secretary sign the form 10?
To indicate that they consent to act in the capacity indicated, and accept the duties and the responsibilities that go with the post.

Why must the subscriber or agent sign the form when in most cases they have already signed the memorandum and articles of association?
They are signing to indicate that they as the owners or owners' representative consent to the individuals shown as directors or secretaries acting in that capacity for the company.

Is there a minimum age under which an individual is barred from acting as a company director?
The Companies Act imposes no restriction on the minimum age of company directors. However Companies House will actively discourage the appointment of anyone under the age of 16 from taking up a company directorship on the grounds that the individuals concerned may not fully understand the legal liabilities that go with the position and for the most part will not have the experience necessary to perform the duties of a company director. There will be exceptions to this general rule and we are open to persuasion. If an applicant insists we would have to accept an underage appointment but applicants should bear in mind that such an appointment may damage the credibility of their company for people who examine its public record.

Are company officers permitted to give a corporate address or PO Box number as an address?
No, the Companies Act specifies that company officers must give their private, home address. A corporate body standing as secretary or director can give a PO Box address provided it can be validated by the Royal Mail.

Can a PO Box be used for the Registered Office address?
Yes, provided the full address is given, including the postcode, and it is validated by the Royal Mail.

Does it make any difference if we were married abroad?
No. Subscribers or officers may be resident outside the UK.

What are the 'objects' of a company?
The objects are what the company does. An example is 'General Commercial Trading'.

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