computers. These companies are called ‘shell’ companies
and what goes on behind the shell is deceptive in terms
of the name of that shell.
Directions under s 76 are rare but such a direction
was given by the Secretary of State in regard to the
Association of Certified Public Accountants of Britain
which the Secretary of State considered was a registered
name that was likely to mislead the public. The direction
was based on the use of the word ‘certified’ – it could
lead to confusion with other accounting bodies such as
the Association of Chartered Certified Accountants.
An application to the court to set aside the direction
was dismissed. (See Association of Certified Public
Accountants of Britain v Secretary of State for Trade and
Industry(1998).)
Company names and symbols
The increasing use of symbols in company names, e.g.
‘@’ has led Companies House to revise its policy on the
registration of company names. There are two main
possibilities as follows:
1 On incorporation or change of name. Here the use of a
symbol may be sufficient to allow registration of a name
which is not the same as an existing company. So if there
was already on the register a company called ‘Florists at
City House Ltd’, it would seem that a company called
‘Florists @ City House Ltd’ would be registered either on
incorporation or on change of name.
2 Challenge to a name said to be ‘too like’ an existing one.
It appears that the mere use of a symbol may not be
enough to prevent a possibly successful challenge so that
in the example given above the second registration
could be challenged as ‘too like’. This also applies to
abbreviations such as ‘UK’ or ‘GB’ or ‘com’, the addition
of which to a name will not prevent a ‘too like’ chal-
lenge. The Registrar will presumably adopt the above
procedures when faced with the new domain names that
have become available such as ‘info’ and ‘biz’.
Objection to a company’s registered name
Section 69 contains this new provision and under it any
person, not only a company, can object to a company
names adjudicator if the company’s registered name is
similar to a name in which the objector has goodwill.
Goodwill includes reputation of any description. The
section contains a list of circumstances in which the res-
pondent will be held to have adopted the name legitim-
ately. The circumstances are as follows:
1 that the name was registered by the respondent before
the commencement of the activities on which the
applicant relies to show goodwill; or
2 that the company:- is operating under the name, or
- is proposing to operate under the name and has
incurred substantial start-up costs in preparation,
or - was formerly operating under the name and is now
dormant; or
3 that the name was registered in the ordinary course of
a company formation business and the company is
available for sale to the applicant on the standard
terms of that business; or
4 that the name was adopted in good faith; or
5 that the interests of the applicant are not adversely
affected to any significant extent.
If none of the above are shown, the objection will be
upheld.
However, if the circumstances set out in 1, 2 and 3
above are established the objection will nevertheless be
upheld if the applicant shows that the main purpose of
the respondents (or any of them) in registering the
name was to obtain money or other consideration from
the applicant or prevent him or her from registering the
name.
Section 70 gives the Secretary of State power to appoint
company names adjudicators. One of the adjudicators is
the Chief Adjudicator.
If an objection under s 69 is upheld, the adjudicator
will direct the company with the offending name to
change it to one which does not similarly offend. If the
company does not change the name, the adjudicator will
decide on a new name for the company.
Appeal from a ruling of the adjudicator lies to the
court to uphold or dismiss an application under s 69.Publication of name
Sections 82 and 84 provide that the company’s full name
must be shown in an obvious place and in readable form
outside the registered office and all places of business,
and on all business letters, notices, and official publica-
tions, and in all bills of exchange, cheques, promissory
notes, orders for money or goods, receipts and invoices,
signed or issued on its behalf; e-mails and websites are
now included.
Fines can be imposed on the company and its officers
for failure to comply with the sections and also thePart 2Business organisations