Limited company names are subject to certain restrictions and requirements under the Companies Act 2006 and the Company and Business Names (Miscellaneous Provisions) Regulations 2009. The secondary legislation that specifically governs the use of sensitive words and expressions is the Company, Limited Liability Partnerships and Business Names (Sensitive Words and Expressions) Regulations 2014.
These statutory regulations are in place to uphold legal and social standards, maintain fair business practice and avoid causing offence or confusion to the general public. It will be necessary for you to carry out a number of checks prior to company formation to ensure your chosen name is available and permissible.
What are sensitive words and expressions?
Certain words and phrases are considered ‘sensitive’ because of their potential to mislead, confuse and/or offend the general public by suggesting a specific function, affiliation, status, or business pre-eminence. Therefore, the use of any such words in a company name requires approval from the Secretary of State or other relevant authority before it can be registered with Companies House. If permission is granted from the appropriate governing body, you must provide Companies House with supporting documentation to prove this is the case.
You can access the full list of sensitive words and expressions online. This legislative document also contains details of the government departments and regulatory bodies whose permission must be sought. Some of the most popular sensitive words include:
- Her Majesty, or any other term or name connected with the Royal family
- The name of a profession you are not qualified to perform.
Using the word ‘Royal’ in a company name
The use of the word ‘Royal’ is prohibited, as is the use of the following associated words: King, Queen, Prince, Princess, Duke, Duchess, His/Her Majesty, and Windsor. The inclusion of such words could mislead the public by falsely suggesting an association with the Royal family. This could unfairly boost the image and status of a business.
Should you wish to include any of the aforementioned words, you usually will need to seek permission from the Cabinet Office in London, the Scottish Government in Edinburgh, or the Welsh Assembly Government in Cardiff, depending in which UK jurisdiction your business is registered. In some cases, permission will need to be sought from elsewhere (for example, the word ‘Fund’ requires permission to be provided from the Financial Conduct Authority).
You will have to include relevant information to support your case, e.g. the history or your business and/or future plans; a relevant association with the Government or Royal family; the relation of the sensitive word to a street name or surname; your business is an established public house (or similar) that has been using a particular business name for a considerable period of time.
Similarly, using Royal names, residences and emblems on company products and promotional materials is prohibited because it suggests the company supplies goods to, or is endorsed by, the Royal family. These rules will only vary in exceptional circumstances, and permission must be granted by the Lord Chamberlain’s Office.
Using the word ‘trust’ in a company name
The word ‘trust’ is deemed sensitive and requires approval prior to its inclusion in a company name. This word does not have one fixed definition, so each company name application is considered on an individual basis dependent upon its reasons for wishing to use this sensitive word. Typically, however, you will be permitted to include ‘trust’ in your company name if your organisation falls into one of the following Trust categories:
- Charitable Trust – Normally registered as a company limited by guarantee. The articles of association should contain a non-profit distribution clause. The company’s objects must be charitable in nature. The company must obtain a letter of non-objection from the Charity Commission (England and Wales) or the Office of the Scottish Charity Regulator (Scotland).
- Artistic Trust – Usually a limited by guarantee company. The articles must include a non-profit distribution clause. Activities such as advancement and development of arts, heritage, culture or science should normally be included in the company’s objects.
- Educational Trust – The company should usually be limited by guarantee. A non-profit distribution clause and the purpose of the trust should be included in the articles. The objects of the company must include activities relating to the advancement and promotion of education, art and culture.
- Enterprise Trust – Normally limited by guarantee company. The articles must include a non-profit distribution clause. The objects of the company should usually include activities that will provide support to the community in some way. Evidence of support from the local Chamber of Commerce, local businesses, authorities, banks etc must be provided.
- Family Trust – Normally a limited by guarantee company with a non-distribution clause in its articles. The objects of the company should reflect the nature of the trust. The company will usually hold funds in trust for members of a family.
- Financial Trust – Unless you intend the company to be an ‘Investment Trust’, you will be required to explain the purpose of the company.
- Investment Trust – This type of company must be a type of collective investment. It should be a closed end fund and a public company (a public limited company (PLC), not a private limited company).
- Pensions or Staff Trust – The name of the parent company should usually be included in the company name. The objects of the company must stipulate the management of pension scheme funds held in trust. The company may have to register with HMRC and comply with the requirements of the Pensions Regulator.
- Unit Trust – The company must be a type of open-ended collective investment fund and contact the Financial Conduct Authority (FCA) to obtain a letter of non-objection.
The regulation and guidelines for the use of ‘trust’ and other sensitive words in company names are set out in Companies House Annex A and included in The Company Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2009 (SI NO. 2615).
The specified public authorities whose views must be sought are also included in the regulations. You must obtain supporting documentation from the required body in the form of a letter or email that confirms it has no objection to the use of the proposed company name. This documentation should be filed with Companies House along with your application to register a company.
Supporting documentation for sensitive words and expressions
If you wish to include any sensitive words or expressions, you must provide supporting documentation for Companies House from the appropriate government department or authorising body. This should be included with your application to register a new company or change an existing company name. Without such documentation, your application will be rejected.
Recent legislative changes
On 31st January 2015, there were a number of changes to the legislation concerning company and business names in the UK. Fewer words are now disregarded for the purpose of distinguishing between registered company names. Furthermore, a number of common words and expressions are no longer considered ‘sensitive’, most notably:
- United Kingdom
- Register, registered, registration, registry
How to register a company name
If you register your company through a company formation specialist, you can upload and send supporting documentation to Companies House online with your application. You cannot use Companies House Web Incorporation Service to register a company name with sensitive words.
You can complete an online application for Companies House and submit supporting documentation through Rapid Formations. The entire process is carried out online, and most applications are approved within 3 working hours. There is no extra charge for filing additional documents and, providing everything is in order, their inclusion should not delay your registration.
Before you begin the application process, you should check the availability of your proposed company name through Companies House WebCheck or by using Rapid Formations’ online checker. You can find this on our homepage. This will compare your chosen name against the index of registered companies and it will alert you to any sensitive words or expressions requiring approval.