Registered Name

Definition

The “registered name” is the official name by which a company is known and operated in the United Kingdom. This name is required for the incorporation of the company and is included in its constitutional documents. Certain legal guidelines and restrictions govern the use, change, and display of this name:

Prohibited Names: The name must not be offensive or misleading and cannot be one that is already registered by another company. The Secretary of State holds the power to enforce these restrictions.
Change of Name: The name can be altered through a special resolution passed by the company. Additionally, the Secretary of State can mandate a change if the name is deemed misleading.
Display Requirements: It must be visibly displayed at every business location, on official stationery, emails, bills of exchange, etc., failing which the company and its officers are subject to fines.

Examples

ABC Construction Ltd : Before incorporating the company, the name must be vetted to ensure it is unique and non-offensive. Once registered, this name must appear on all company materials and physical sites.
XYZ Enterprises Plc : If XYZ Enterprises decides to rebrand or change their business direction, they might need to change their registered name through a special resolution and receive approval from the Secretary of State.

Frequently Asked Questions (FAQs)

1. What happens if a company’s registered name is similar to another company’s name?

The Secretary of State may order the new company to change its name if it is deemed too similar to an existing one, to avoid confusion or potential disputes.

2. Can a registered name be reserved before the company is incorporated?

Yes, it is possible to reserve a company name before incorporation to ensure that the desired name is available and not taken by another party.

3. How does a company officially change its registered name?

A company can change its registered name by passing a special resolution and notifying the Companies House. There may be additional documentation and approval required from the Secretary of State.

4. What penalties exist for not displaying the registered name correctly?

Failure to correctly display the registered name at business locations or on official documents can result in fines for the company and its responsible officers.

5. Can a registered name include any word or phrase?

Certain words and phrases are restricted or require special permission to be included in a registered name, as they may suggest a connection to governmental or public authorities.

Constitutional Documents: Legal documents such as the Memorandum of Association and Articles of Association that outline the company’s structure and regulations.
Special Resolution: A resolution passed by at least 75% of company members or shareholders, used for major decisions like altering the registered name.
Secretary of State: A senior government official with the authority to oversee and regulate company names and operations.
Companies House: The UK’s registrar of companies where all data related to company registration and changes is filed and maintained.

Online Resources

Companies House Guidance: Guidance on company registration, name approval, and statutory requirements.
GOV.UK Change Company Name: Official procedure for changing a company’s registered name.
The Companies Act 2006: Legal framework governing company operations, including rules on registered names.

Suggested Books for Further Studies

Palmer’s Company Law by Geoffrey Morse: A comprehensive resource on UK company law, including detailed sections on company incorporation and name regulations.
Company Law in the United Kingdom by Stephen Girvin and Alison Clarke: Offers a thorough overview of company law principles and regulatory requirements in the UK context.
Blackstone’s Guide to the Companies Act 2006 by Alan Steinfeld QC: Provides practical insights and annotations on the Companies Act, useful for understanding statutory requirements related to registered names.

Accounting Basics: Registered Name Fundamentals Quiz

### What is a requirement for a company to be legally incorporated in the UK? - [ ] A temporary name - [x] A registered name - [ ] No specific name is required - [ ] A code name > **Explanation:** A registered name is a mandatory requirement for a company to be legally incorporated in the UK. This name must be stated in the company's constitutional documents. ### Can any word or phrase be included in a registered name? - [ ] Yes, any word or phrase can be included. - [ ] Only common words. - [x] No, some words and phrases are restricted or require special permission. - [ ] Only descriptive words. > **Explanation:** Certain words and phrases are restricted or require special permission as they might imply official or governmental connections, therefore cannot be freely included in a registered name. ### Who has the authority to enforce restrictions on company names in the UK? - [ ] Local councils - [x] The Secretary of State - [ ] Company's directors - [ ] Public notaries > **Explanation:** The Secretary of State holds the authority to enforce restrictions on company names and can demand changes if names are found inappropriate or misleading. ### What is needed for a company to officially change its registered name? - [ ] Director's approval only - [ ] A casual vote by employees - [ ] No formal process required - [x] A special resolution and notification to Companies House > **Explanation:** A company must pass a special resolution and notify the Companies House to officially change its registered name, ensuring compliance with legal procedures. ### Does failure to display the registered name correctly incur penalties? - [x] Yes, it can result in fines. - [ ] No, there are no penalties. - [ ] It leads to a warning only. - [ ] The company will be closed down. > **Explanation:** Failure to correctly display the registered name at business premises or on official documents can result in fines for both the company and its responsible officers. ### How can a company avoid registration issues related to name similarity? - [x] By ensuring that the name is unique and not similar to existing names. - [ ] Using random name generators. - [ ] Copying part of a successful company's name. - [ ] Requesting multiple names to be registered. > **Explanation:** A company should conduct a thorough check to ensure that their chosen name is unique and does not closely resemble any existing company names, thereby avoiding registration issues. ### Can a company reserve a name before being incorporated? - [x] Yes, a name can be reserved. - [ ] No, names cannot be reserved. - [ ] Only for a fee. - [ ] Only if pre-approved by a court. > **Explanation:** Companies can reserve a name before incorporation to ensure it is available and secure the desired name ahead of the formal registration process. ### What document primarily lists the registered name of a company? - [ ] Employee manual - [x] Constitutional documents - [ ] Sales invoices - [ ] Website pages > **Explanation:** The company's constitutional documents, including the Memorandum of Association and Articles of Association, list the official registered name of the company. ### Why might the Secretary of State order a company to change its name? - [ ] If the name is profitable. - [ ] Due to personal preference. - [x] If the name is deemed misleading or offensive. - [ ] To increase competition. > **Explanation:** The Secretary of State might order a company to change its name if it is considered misleading, offensive, or too similar to another company’s name, to protect public interest and avoid confusion. ### Where must a registered name be displayed? - [x] At every business location, on stationery, emails, and bills of exchange. - [ ] Only on the official website. - [ ] On employee uniforms. - [ ] Only in advertisements. > **Explanation:** The registered name must be displayed at every business location, and appear on all official stationery, emails, bills of exchange, etc., to comply with legal requirements.

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