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(This information is provided by UKcorporator.*)
Register Business Name ? - Business Name Registration in England, Scotland and Wales ? - business names " register business names ? - business names registration - business registration " how business names relate to company formation in the UK " business names registration " business names register " register of business names - how to register a business name ? - protect business name - protection of business name*

What is a business name?
Who uses business names?
How can I tell if my chosen business name is already being used?
Are there any legal restrictions on my choice of business name?
Are there any legal requirements for trading under a business name?
How can I protect my proposed business name (i.e. deter others from using it)?


What is a business name?

The term 'business name' is used here to denote a trading name such as, for example, 'BJ Smith Plumbing' or 'Johnny's Fish Shop'. In England, Scotland and Wales there is no legislation requiring or enabling business names to be registered. (This has been the case since 1982.) There is, however, a private organisation, mentioned further below which offers a business name 'registration' service. In essence, for a fee, this organisation will place your business name on a business names register able to be searched by others and will also use your membership fee, at least in part, to fund legal actions if necessary against persons who might try to use your chosen registered business name in a manner which a Court would consider illegal. (UKcorporator is not associated with this organization " we merely mention it as a resource of possible interest to readers of this page.)


Who uses business names?

A business name may be used by a sole trader (e.g. Fred Smith may trade as 'Smith's Garage') by two or more people, often in a partnership (e.g. Fred Smith and Martha Smith may trade as 'Smith's Garage'), by a company (e.g. Fred Smith Services Limited may trade as 'Smith's Garage'), or by a limited liability partnership under the Limited Liability Partnerships Act 2000 (e.g. Smith's Garage LLP). The use of a business name does not create a separate legal entity from the person/s or company, which is using the name.


How can I tell if my chosen business name is already being used?

As there is no definitive business names register created by statute, there is no totally guaranteed way of checking existing business names. It is therefore advisable to check local telephone books and any relevant trade journals or magazines, to see if any other business (particularly a business in the same field as the one you are interested in) is already using the same business name or a similar business name. The following links may help you in doing so:

Yell.co.uk
Yellow pages from British Telecom.

118 500 Directory Enquiries
British Telecom White Pages for the UK, both for people and businesses. (Does not cover the Channel Islands.)

AskAlixUK
Hybrid business directory and search engine.

ThomWeb
Business and people finder.

Also, you may wish to check the search available on the private business names register maintained by 'National Business Register plc' " their website can be accessed at http://www.start.biz/business_names/

You should also check the Company Names Index maintained by Companies House - http://wck2.companieshouse.gov.uk/. Although this is a register of company names, rather than business names, this register may still reveal a name which is identical to or similar to (ignoring 'Limited' and 'Ltd.' of course) the business name you wish to use. This may be a concern, especially if the company trades in the same field as the one in which your business will trade.

Also you should check the Trade Marks Registry of the Patent Office " the website address is http://www.patent.gov.uk


Are there any legal restrictions on my choice of business name?

Yes. One practical restriction is that if you choose a name, which is the same as, or similar to, an existing business name or company name, the owner of the existing registered company name may sue you for damages and / or an injunction to restrain you from continuing to use the name " particularly if you trade in the same or a similar field.

Also, there are certain business names which include words or expressions that are required by regulation to be approved by the Secretary of State before they can be used. For example, business names which may mislead the public into believing that a business has a size or status that is not justified; business names which give the impression that the business is connected with Her Majesty's Government or with a local authority; business names which suggest a banking activity; names which suggest certain special institutions, activities, qualifications or services such as 'dentistry', 'police', 'health service', 'charity', 'university', 'pharmacy' 'Anzac' etc. For further information on this topic (and on business names generally) see the guidance on the Companies House website by clicking here.

Also, if you propose to trade goods or services, you should ensure that your business name does not conflict with a registered trade mark. The trade / business name does not need to be identical with a registered trade mark to cause possible conflict. It may be in breach of the registered trade mark if it is held to be confusingly similar to the registered trade mark. For further advice, including how to search the Trade Marks Register, contact the Trade Marks Registry of the Patent Office " the website address is www.patent.gov.uk.


Are there any legal requirements for trading under a business name?

Yes. The Business Names Act 1985 sets out certain matters to be disclosed by persons using business names. In essence, the disclosure is designed to reveal the identity of the person or persons carrying on business under the business name.

As a starting point, it is necessary to consider the persons to whom the Business Names Act applies. Section 1 of the Business Names Act deals with that issue as follows:

"1. Persons subject to this Act

(1) This Act applies to any person who has a place of business in Great Britain and who carries on business in Great Britain under a name which -

  1. in the case of a partnership, does not consist of the surnames of all partners who are individuals and the corporate names of all partners who are bodies corporate without any addition other than an addition permitted by this Act;
  2. in the case of an individual, does not consist of his surname without any addition other than one so permitted;
  3. in the case of a company, being a company which is capable of being wound up under the Companies Act 1985, does not consist of its corporate name without any addition other than one so permitted;
  4. in the case of a limited liability partnership, does not consist of its corporate name without any addition other than one so permitted.

(2) The following are permitted additions for the purposes of subsection (1) -

  1. in the case of a partnership, the forenames of individual partners or the initials of those forenames or, where two or more individual partners have the same surname, the addition of "s" at the end of that surname; or
  2. in the case of an individual, his forename or its initial;
  3. in any case, any addition merely indicating that the business is carried on in succession to a former owner of the business."

Examples
So for example, a business operated by a partnership comprising a Mr Smith, a Mr Jones and a Mr Harrison named 'Smith, Jones, Harrison' would not be covered by the Business Names Act (and hence would not would have to comply with the ownership disclosure requirements in the Act). But if the business were named 'Smith, Jones, Harrison Bookshop' it would be covered by the Business Names Act (as 'Bookshop' is not a surname of one of the partners) and would accordingly have to comply with ownership disclosure requirements. And a business named 'Abel Dry Cleaning' operated by a company called 'Abel Dry Cleaning Limited' would also have to comply with ownership disclosure requirements under the Business Names Act because 'Abel Dry Cleaning' is not the full corporate name of the company (i.e. the word 'Limited' has been omitted). Another example ... the Business Names Act would apply to Mr PS Ramsey (and hence he would have to comply with the ownership disclosure requirements) if he traded as 'Ramsey Furniture' but not if he traded as 'Ramsey' or 'PS Ramsey'.

Section 4 of the Business Names Act, then goes on to set out the particular disclosures required by persons using business names and to whom the Business Names Act applies and also deals with some other matters, including offence provisions:

"4. Disclosure required of persons using business names

(1) A person to whom this Act applies shall -

  1. subject to subsections (3) and (3A) dealing with partnerships having more than 20 members, state in legible characters on all business letters, written orders for goods or services to be supplied to the business, invoices and receipts issued in the course of the business and written demands for payment of debts arising in the course of the business
  2. i. in the case of a partnership, the name of each partner,

    ii. in the case of an individual, his name,

    iii. in the case of a company, its corporate name,

    iiia. in the case of a limited liability partnership, its corporate name and the name of each member, and

    iv. in relation to each person so named, an address in Great Britain at which service of any document relating in any way to the business will be effective; and

  3. in any premises where the business is carried on and to which the customers of the business or suppliers of any goods or services to the business have access, display in a prominent position so that it may easily be read by such customers or suppliers a notice containing such names and addresses.

(2) A person to whom this Act applies shall secure that the names and addresses required by subsection (1)(a) to be stated on his business letters, or which would have been so required but for subsection (3) or (3A), are immediately given, by written notice to any person with whom anything is done or discussed in the course of the business and who asks for such names and addresses.

(3) Subsection (1)(a) does not apply in relation to any document issued by a partnership of more than 20 persons which maintains at its principal place of business a list of the names of all the partners if "

  1. none of the names of the partners appears in the document otherwise than in the text or as a signatory; and
  2. the document states in legible characters the address of the partnership's principal place of business and that the list of the partners' names is open to inspection at that place.

(3A) Subsection (1)(a) does not apply in relation to any document issued by a limited liability partnership with more than 20 members which maintains at its principal place of business a list of the names of all the members if "

  1. none of the names of the members appears in the document otherwise than in the text or as a signatory; and
  2. the document states in legible characters the address of principal place of business of the limited liability partnership and that the list of the members' names is open to inspection at that place.

(4) Where a partnership maintains a list of the partners' names for purposes of subsection (3), any person may inspect the list during office hours.

(4A) Where a limited liability partnership maintains a list of the members' names for the purposes of subsection (3A), any person may inspect the list during office hours.

(5) The Secretary of State may by regulations require notices under subsection (1)(b) or (2) to be displayed or given in a specified form.

(6) A person who without reasonable excuse contravenes subsection (1) or (2), or any regulations made under subsection (5), is guilty of an offence.

(7) Where an inspection required by a person in accordance with subsection (4) or (4A) is refused, any partner of the partnership concerned, or any member of the limited liability partnership concerned, who without reasonable excuse refused that inspection, or permitted it to be refused, is guilty of an offence."

In addition to the offence provisions just quoted, the Business Names Act provides a further sanction for failure to comply with section 4 " the person in breach may be unable to enforce contracts by civil action in the Courts. Section 5 of the Business Names Act is in the following terms:

"5. Civil remedies for breach of s 4

(1) Any legal proceedings brought by a person to whom this Act applies to enforce a right arising out of a contract made in the course of a business in respect of which he was, at the time the contract was made, in breach of subsection (1) or (2) of section 4 shall be dismissed if the defendant (or, in Scotland, the defender) to the proceedings shows "

  1. that he has a claim against the plaintiff (pursuer) arising out of that contract which he has been unable to pursue by reason of the latter's breach of section 4(1) or (2), or
  2. that he has suffered some financial loss in connection with the contract by reason of the plaintiff's (pursuer's) breach of section 4(1) or (2),

unless the court before which the proceedings are brought is satisfied that it is just and equitable to permit the proceedings to continue.

(2) This section is without prejudice to the right of any person to enforce such rights as he may have against another person in any proceedings brought by that person.


How can I protect my proposed business name (i.e. deter others from using it)?

Here's three ways "

1. Register a trade mark: This can provide very good protection but it is not available for all business names and can be quite costly and can take a considerable amount of time. In essence, your chosen business name will not be eligible to be registered as a trade mark unless it is distinctive for the goods / services for which the trade mark registration is sought. The Patent Office (which operates the register of trade marks) is unlikely to register your business name as a trade mark if it is descriptive of your goods or services or any characteristic of them. For example, the business name 'Autotune' would probably not be registrable as a trade mark for automotive mechanical services, as the word is merely a composite of two common English words which are apt to describe an aspect of the services being provided. For more information visit http://www.patent.gov.uk .

2. Form a company instead: Company formation can provide some degree of protection and is reasonably inexpensive. For example, if you registered the company name 'Cadel Constructions Limited', nobody else could then register a company in England, Scotland or Wales with that same company name. In this regard, it is worth noting that Companies House uses certain rules when deciding if two names are effectively identical. For example, Section 26(3) of the Companies Act 1985 provides that for the purpose of determining whether one name is 'the same' as another, the following are to be disregarded:

  1. the word 'the' where it is the first word of the name;
  2. 'company' or its Welsh equivalent ('cwmni'),
  3. 'and company' or its Welsh equivalent ('a'r cwmni'),
    'company limited' or its Welsh equivalent ('cwmni cyfyngedig'),
    'and company limited' or its Welsh equivalent ('a'r cwmni cyfyngedig'),
    'limited' or its Welsh equivalent ('cyfyngedig'),
    'unlimited' or its Welsh equivalent ('anghyfyngedig'),
    'public company limited' or its Welsh equivalent ('cwmni cyfyngedig cyhoeddus');
    'investment company limited' or its Welsh equivalent ('cwmni buddsoddi a chyfalaf ewidiol'); and
    'open-ended investment company' or its Welsh equivalent ('cwmni buddsoddiant penagored');
  4. abbreviations of any of the abovementioned words or expressions where they appear at the end of the name; and
  5. type (e.g. font) and case of letters, accents, spaces between letters and punctuation marks. Furthermore, the Companies Act 1985 also provides that 'and' and '&' are to be taken as the same - section 26(3).

So, for example, if the company name 'Sands Limited' were already registered, Companies House would refuse to register each of the following company names because each would be regarded as legally 'the same' as 'Sands Limited':

  1. Sands Ltd.
  2. Sands Public Company Limited (or P.L.C.)
  3. S and S Limited (or Ltd.)
  4. S and S Public Company Limited (or P.L.C.)
  5. S & S Limited (or Ltd.), or
  6. Any of the above, with the addition of 'Company (or Co.)' or 'and (or &) Company (or Co.)'.
UKcorporator represents a quick, easy, automated DIY way to form a company in England, Scotland or Wales.

3. Use a private business name registration service: As mentioned at the beginning of this page, there is a private organisation, called 'National Business Register', which offers a business name 'registration' service. In essence, for a fee, this organisation will place your business name on a register able to be searched by others and will also use your membership fee, at least in part, to fund legal actions if necessary against persons who might try to use your chosen 'registered' business name in a manner which a Court would consider illegal. (UKcorporator is not associated with this organisation " we merely mention it here as a resource of possible interest to readers of this page.)

General resource information

Officefile Business - Loan - Finance - Insurance UK - Car Insurance


* The information presented on this page is not legal, accounting or professional advice and is not in any way meant to be exhaustive. It is simply some information, which may give you a degree of understanding as regards business names in England, Wales and Scotland. Further, this information is provided by UKcorporator. UKcorporator is not a legal firm, nor an accounting firm, nor a professional adviser. UKcorporator is simply an automated 'do it yourself' website primarily for the formation of any type of company (and thus for the formation of a newly incorporated " English, Scottish or Welsh - separate legal entity). Further, the information above is not, and should not be taken to be, a complete or authoritative statement of the law regarding business names.
 
 
 
                                 

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