Introduction to

Companies and
Company
Names

BLP
Lecture 5
 • Chartered Companies (Royal Charter)

• Statutory Companies (Act of Parliament)

What is a • Registered Companies (approx. 3 million)

company? • Private company limited by shares
• Public company limited by shares
• Company limited by guarantee
• Unlimited company
• Community Interest Company
 • Private Company (S4(1) Companies Act 2006):
– “any company that is not a public company”

• Public Company (S4(2) Companies Act 2006):

– “a company limited by shares or limited by
What is a guarantee and having a share capital-
(a) whose certificate of incorporation states
company? that it is a public company, and
(b) in relation to which the requirements of
this Act, or the former Companies Acts, as to
registration or re-registration as a public
company have been complied with on or
after the relevant date”
• Name ends in “Limited” or ltd
• No minimum share capital What is a
• May not offer shares to the public (S755
Companies Act 2006) company?
• No minimum or maximum number of Private
shareholders
• Must have at least one director (S154(1)
Limited
Companies Act 2006) Company
• No requirement to have a company secretary.
 • Name ends in “public limited company” or PLC
• May sell shares and loan stock to public

What is a • Minimum allotted share capital of £50,000

(S763 Companies Act 2006)
company? • 25% of share capital must be paid up (together
with any premium on shares)
Public • May be listed on the Stock Exchange or AIM or
Limited other market but this is not obligatory

Company • Must have a minimum of two directors (S154(2)

Companies Act 2006)
• Must have a company secretary (S272
Companies Act 2006)
 • Legal Framework:
• Companies Act 2006;
• Previous Companies Acts (1989;1985; 1981; 1980; 1948);
• Small Business, Enterprise and Employment Act 2015;
• Insolvency Act 1986;
• Corporate Insolvency and Governance Act 2020
• Enterprise Act 2002;

What is a • Financial Services and Markets Act 2000;

• Company Directors Disqualification Act 1986;
company? • Corporate Manslaughter and Corporate Homicide Act 2007;
• Criminal Finances Act 2017;
• Criminal Justice Act 1993;
• Companies (Audit, Investigations and Community Enterprise) Act
2004;
• Bribery Act 2010;
• Secondary Legislation;
• Case Law.
 • On incorporation, a company becomes a
separate legal entity, having legal rights and
duties.

What is a • Salomon v Salomon and Co. Ltd [1897] A.C. 22:

a company is a legal person, independent and
company? distinct from its shareholders (or members) and
managers.

• There are very limited exceptions to this rule

under case law and statute.
 What is a company?

• Following incorporation, a company has ‘legal personality’

• can own property;
• is liable for its own debts;
• can sue;
• can be sued;
• can enter into contracts;
• can borrow;
• has perpetual succession.

• The members of a company benefit from limited liability.

 • The cost of the “veil of incorporation” means:
What is a • Transparency;
• Publicity;
company? • Filings;
• Formalities; and
• Cost.
• See Companies House
• Companies House (blog.gov.uk)
• Bringing a company into existence.

• Options:
Company
• Form a company from scratch Incorporati
• Acquire a “shelf company” and then make on
any necessary changes (can change name,
registered office address, secretary,
directors, members, memorandum, articles)
 Section 9 Companies Act 2006:
• Application Form (IN01):
• proposed name;
• whether members’ liability is limited and by
shares or guarantee;
• private or public;
Company • statement of share capital and initial
shareholdings;
Incorporati • details of officers;

on • proposed registered office address and

location;
• specify choice of articles;
• statement of compliance.
• Articles of Association (Model Articles by default)
• Memorandum
• Fee (£50 (on-line) - £78 ( same day))
• Certificate of incorporation (name, date of
incorporation, company registration number)

• Company Registration Number (CRN)

Company
Incorporati
• A company may change its name, directors,
shareholders, articles of association and many
on
other factors, but will always retain the same
company number.
 For older companies, incorporation documents
comprise:
• Memorandum
• Articles of Association
Company • Form 10
Incorporati • Form 12
• Fee
on
You will find these documents if you search
Companies House for a company incorporated
before 1 October 2009
 After incorporation, there will be a board meeting to
deal with:
• Bank accounts;
• Auditor;

Company • Change of name;

• Directors and secretary;
Incorporati • Service contracts;
• Insurance;
on • Tax:
• Corporation Tax;
• PAYE;
• NIC;
• VAT
 Moving
Company Names
back to …
 • One of the most important commercial
decisions to be made
• Each company should consider:
Choosing a • Does the name:
name – • Reflect the individuals involved
• Reflect the product or service or both
commercial • Any goodwill – if say a sole trader or
considerati partnership incorporates
• How the name will fit in with the relevant
ons recap market
• What steps need to be taken to protect the
IP, e.g. trademarks and domain name
 • Often the company will incorporate and trade
under the same name
Company • Some might trade under a different name to
that registered at Companies House
name and • Name registered at Companies House is the
trading/ “company name”
• Name it may trade under is the “business
business name”
name • An example – a well loved (former) “local”
football club owner
Frasers Group plc click on Our Brands
 Company Name
• Name must indicate its form by ending in:
• Limited (Ltd) (S59); or
• Public Limited Company (plc) (S58);
• or Welsh equivalent.
• A name must not be the same as that of another registered company (S66(1) Companies
Act 2006)
• General requirements:
• The name must not, in the opinion of the Secretary of State:
• constitute a criminal offence or be offensive (S53)
• registration is intended to facilitate the commission of an offence involving dishonesty or deception (S53A)
• suggest a connection with a foreign government (S56A)
• contain computer code (S57A)
• Approval of the Secretary of State is necessary for any name that:
• suggests a connection with government or a local or public authority (S54)
• includes of a sensitive word or expression (S55)
• There are requirements as to permitted characters (S57)
 Company Name – compulsory name
change
• A company may be ordered to change its name:
• within 12 months of registration if same or “too like” an existing name (s67 and 68)
• Within 5 years if misleading information was given at the time of registration (s75)
• At any time if the name is so misleading as to business activities as to be likely to cause harm to the
public in the UK or elsewhere (s76)
• If the name has been used or is intended to be used to commit an offence involving dishonesty or
deception (S76A)
• If a successful challenge is made to the company names adjudicator on the grounds that it is
sufficiently similar to a name with which the applicant has goodwill or sufficiently similar to be
misleading and suggest a connection (S69 and S73) – both in the UK and elsewhere.
• At any time if registered in contravention of Part 5 CA 2006 (S76B).
• The Registrar may change the company name if it contains computer code (S76C) or
the company has failed to comply with a direction to change its name (S76D)
• Company Names Tribunal – person can apply to the company names adjudicator
Company Name and Economic
Crimes
• In particular, it is an offence to:
• carry on a business under a name falsely suggesting a connection with a foreign government or agency (S1196A)
• continue to use a name a company has been directed to change under sections 67, 75, 76, 76A or 76B (other than
76B(1)(b)) (S1198A )
• use a name another company has been directed or ordered to change where any person has a relationship with
both companies (S1198B)

• It is prohibited to register a company name in equivalent circumstances (SS57B and 57C).

• There is no prohibition on using a business name (S1199A) or company name (S76E) if the Secretary of State provides
that the use of the name is necessary in the interests of national security or to prevent or detect serious crime.

• See for details of name requirements:

• Companies House Incorporation and Names
• See guidance regarding recent changes relating to economic crimes:
• Company Names and Economic Crime
Consider …

• AXA

And

• Easy Life
 Company Name and
trading/business names
• Under the Company, Limited Liability Partnership and Business
(Names and Trading Disclosures) Regulations 2015/17, a company
must:

• display its name at its registered office and all other places where
business carried on (see foyer of CCE1); and

• display its name on all business letters, correspondence and

documents, notices, official publications, cheques, orders for
money or goods, invoices and websites.
 • A company can change its name for any reason
• New owners – see Frasers Group plc
• Rebranding
• Improve image
• Usual way to change the name – pass a special resolution
Changing (s77/78 CA 2006)
• Must be filed a form NM01 plus a copy of the resolution
names - within 15 day of the passing of the resolution
• Pay a fee £30 paper or £20 online
voluntarily • Companies House will issue a certificate of incorporation on
change of name (s80, CA 2006)
• Change of name takes effect from the date of the certificate
• Ensure all stationery and publicity obligations are
updated
• One of my favourites