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Lecture notes Business Law and Practice (LW1704) Company and LLP Names and Name Changes Notes

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Lecture notes on the requirements and restrictions in naming a company or LLP and how the names can be changed - fourth year MLaw

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Company and LLP Names and Name Changes


 Must register name at CH
 Private limited companies end in ‘limited’ or 'ltd’
 Public limited companies end in ‘public limited company' or 'plc’
 LLPS end in 'limited liability partnership' or 'LLP’
 No identical name can be registered
o some things are excluded for working out if a name is the same as
an existing: the Registrar will ignore:
 the word 'the' where followed by a blank space and 'www.’ at the
start of a name
 words such as LLP, ltd, plc and punctuation
 certain words and symbols are treated us the same e.g. 'and', '&', '@'
and 'at'
 Prohibited and restricted words
o cannot be registered if it is an offensive name  s.53 CA
o s.54 CA  cannot be registered if its name suggests a connection with
government
o s.55 CA  cannot be registered if it contains a sensitive word
o s.75 and s.76 CA  provisions about misleading names.

Companies - Disclosure Requirements
 CA and Company Limited Liability Partnerships and Business (Names and Trading
Disclosures) Regulations 2015 impose an obligation on companies to disclose certain
information:
o Registered name must appear on business letters, correspondence, invoices,
orders and websites etc.
o Place of registration (country), registered number, registered office address
on all business letters, order forms and website
o Display its name at its registered office and other places of business
 Often a company will incorporate and trade under the same name
 Some might trade under a different name to the one registered at CH
 Name registered at CH is 'company name', name it may trade under is '
business name’
o E.g. Frasers Group PLC  Flannels, Sports Direct, Jack Wills etc
 to some may be companies in their own right but they are all trading
names of Frasers Group plc.

Compulsory Name Change
 s.66(1) CA  a name must not be the same as that of another registered
company/LLP
 A company/LLP may be ordered to change its name:
o s.67 and s.68 CA  within 12 months of registration if it is the same or 'too
like’ an existing name
o s.75 CA  within 5 years if misleading info was given at the time
of registration

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