Office of Public Sector Information
PART 5 continued CHAPTER 3 continued
(1) An appeal lies to the court from any decision of a company names adjudicator to uphold or dismiss an application under section 69.
(2) Notice of appeal against a decision upholding an application must be given before the date specified in the adjudicator’s order by which the respondent company’s name is to be changed.
(3) If notice of appeal is given against a decision upholding an application, the effect of the adjudicator’s order is suspended.
(4) If on appeal the court—
(a) affirms the decision of the adjudicator to uphold the application, or
(b) reverses the decision of the adjudicator to dismiss the application,
the court may (as the case may require) specify the date by which the adjudicator’s order is to be complied with, remit the matter to the adjudicator or make any order or determination that the adjudicator might have made.
(5) If the court determines a new name for the company it must give notice of the determination—
(a) to the parties to the appeal, and
(b) to the registrar.
(1) If it appears to the Secretary of State—
(a) that misleading information has been given for the purposes of a company’s registration by a particular name, or
(b) that an undertaking or assurance has been given for that purpose and has not been fulfilled,
the Secretary of State may direct the company to change its name.
(2) Any such direction—
(a) must be given within five years of the company’s registration by that name, and
(b) must specify the period within which the company is to change its name.
(3) The Secretary of State may by a further direction extend the period within which the company is to change its name.
Any such direction must be given before the end of the period for the time being specified.
(4) A direction under this section must be in writing.
(5) If a company fails to comply with a direction under this section, an offence is committed by—
(a) the company, and
(b) every officer of the company who is in default.
For this purpose a shadow director is treated as an officer of the company.
(6) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
(1) If in the opinion of the Secretary of State the name by which a company is registered gives so misleading an indication of the nature of its activities as to be likely to cause harm to the public, the Secretary of State may direct the company to change its name.
(2) The direction must be in writing.
(3) The direction must be complied with within a period of six weeks from the date of the direction or such longer period as the Secretary of State may think fit to allow.
This does not apply if an application is duly made to the court under the following provisions.
(4) The company may apply to the court to set the direction aside.
The application must be made within the period of three weeks from the date of the direction.
(5) The court may set the direction aside or confirm it.
If the direction is confirmed, the court shall specify the period within which the direction is to be complied with.
(6) If a company fails to comply with a direction under this section, an offence is committed by—
(a) the company, and
(b) every officer of the company who is in default.
For this purpose a shadow director is treated as an officer of the company.
(7) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
(1) A company may change its name—
(a) by special resolution (see section 78), or
(b) by other means provided for by the company’s articles (see section 79).
(2) The name of a company may also be changed—
(a) by resolution of the directors acting under section 64 (change of name to comply with direction of Secretary of State under that section);
(b) on the determination of a new name by a company names adjudicator under section 73 (powers of adjudicator on upholding objection to company name);
(c) on the determination of a new name by the court under section 74 (appeal against decision of company names adjudicator);
(d) under section 1033 (company’s name on restoration to the register).
(1) Where a change of name has been agreed to by a company by special resolution, the company must give notice to the registrar.
This is in addition to the obligation to forward a copy of the resolution to the registrar.
(2) Where a change of name by special resolution is conditional on the occurrence of an event, the notice given to the registrar of the change must—
(a) specify that the change is conditional, and
(b) state whether the event has occurred.
(3) If the notice states that the event has not occurred—
(a) the registrar is not required to act under section 80 (registration and issue of new certificate of incorporation) until further notice,
(b) when the event occurs, the company must give notice to the registrar stating that it has occurred, and
(c) the registrar may rely on the statement as sufficient evidence of the matters stated in it.
(1) Where a change of a company’s name has been made by other means provided for by its articles—
(a) the company must give notice to the registrar, and
(b) the notice must be accompanied by a statement that the change of name has been made by means provided for by the company’s articles.
(2) The registrar may rely on the statement as sufficient evidence of the matters stated in it.
(1) This section applies where the registrar receives notice of a change of a company’s name.
(2) If the registrar is satisfied—
(a) that the new name complies with the requirements of this Part, and
(b) that the requirements of the Companies Acts, and any relevant requirements of the company’s articles, with respect to a change of name are complied with,
the registrar must enter the new name on the register in place of the former name.
(3) On the registration of the new name, the registrar must issue a certificate of incorporation altered to meet the circumstances of the case.
(1) A change of a company’s name has effect from the date on which the new certificate of incorporation is issued.
(2) The change does not affect any rights or obligations of the company or render defective any legal proceedings by or against it.
(3) Any legal proceedings that might have been continued or commenced against it by its former name may be continued or commenced against it by its new name.
(1) The Secretary of State may by regulations make provision requiring companies—
(a) to display specified information in specified locations,
(b) to state specified information in specified descriptions of document or communication, and
(c) to provide specified information on request to those they deal with in the course of their business.
(2) The regulations—
(a) must in every case require disclosure of the name of the company, and
(b) may make provision as to the manner in which any specified information is to be displayed, stated or provided.
(3) The regulations may provide that, for the purposes of any requirement to disclose a company’s name, any variation between a word or words required to be part of the name and a permitted abbreviation of that word or those words (or vice versa) shall be disregarded.
(4) In this section “specified” means specified in the regulations.
(5) Regulations under this section are subject to affirmative resolution procedure.
(1) This section applies to any legal proceedings brought by a company to which section 82 applies (requirement to disclose company name etc) to enforce a right arising out of a contract made in the course of a business in respect of which the company was, at the time the contract was made, in breach of regulations under that section.
(2) The proceedings shall be dismissed if the defendant (in Scotland, the defender) to the proceedings shows—
(a) that he has a claim against the claimant (pursuer) arising out of the contract that he has been unable to pursue by reason of the latter’s breach of the regulations, or
(b) that he has suffered some financial loss in connection with the contract by reason of the claimant’s (pursuer's) breach of the regulations,
unless the court before which the proceedings are brought is satisfied that it is just and equitable to permit the proceedings to continue.
(3) This section does not affect the right of any person to enforce such rights as he may have against another person in any proceedings brought by that person.
(1) Regulations under section 82 may provide—
(a) that where a company fails, without reasonable excuse, to comply with any specified requirement of regulations under that section an offence is committed by—
(i) the company, and
(ii) every officer of the company who is in default;
(b) that a person guilty of such an offence is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
(2) The regulations may provide that, for the purposes of any provision made under subsection (1), a shadow director of the company is to be treated as an officer of the company.
(3) In subsection (1)(a) “specified” means specified in the regulations.
(1) For the purposes of this Chapter, in considering a company’s name no account is to be taken of—
(a) whether upper or lower case characters (or a combination of the two) are used,
(b) whether diacritical marks or punctuation are present or absent,
(c) whether the name is in the same format or style as is specified under section 57(1)(b) for the purposes of registration,
provided there is no real likelihood of names differing only in those respects being taken to be different names.
(2) This does not affect the operation of regulations under section 57(1)(a) permitting only specified characters, diacritical marks or punctuation.
Companies Act 2006