Exemption from using the word ‘Limited’ or ‘Ltd’ in a company name

Almost all private limited companies in the UK are required to include the word ‘Limited’ (or ‘Ltd’) at the end of their name when they are incorporated at Companies House. Welsh companies (i.e. those with a registered office situated in Wales) can use ‘Cyfyngedig’ (or ‘Cyf’) instead. However, some companies are exempt if they can satisfy specific criteria. Below, we explain the criteria and process required for ‘limited’ word exemption.

Does your company qualify for ‘limited’ word exemption?

To qualify for exemption from including the word ‘Limited’ in your company name, you must satisfy all of the following conditions:

• Must be a private company limited by guarantee
• The company’s objects (aims) must be the promotion or regulation of commerce, art, science, education, religion, charity or any profession.
• The articles of association must:
  • State that any profits or other income should be applied to the promotion of the firm’s objects
  • Prohibit the payment of dividends, or any return of capital, to members
  • Require each member to contribute to the assets of the business if it is wound up during the time that he or she is a member, or within 1 year of ceasing to be a member
  • State that in the event of the business being wound up, all of the firm’s assets will be transferred to another body with similar charitable objects

Any company that existed as a private company limited by shares on 25^th February 1982 may also qualify for ‘limited’ word exemption if it can satisfy the following two conditions:

• It did not include ‘Limited’ in its name because it had a licence under Section 19 of the Companies Act 1948 at this date
• It complies with the requirements set out in Section 30 of the Companies Act 1985

Claiming ‘limited’ word exemption

In accordance with Section 60 of the Companies Act 2006, exemption can be claimed on Form IN01 during the company formation process.

Companies that are already registered but later wish to remove ‘Limited’ from their name must pass a special resolution of the members. A copy of the resolution should be filed at Companies House along with Form NE01.

There is no additional charge for claiming exemption during the registration process. However, if you apply after company formation, you will have to pay the standard change-of-name fee to Companies House.

• What are the memorandum and articles of association?