Chapter 6Companiespublication would be a criminal offence. Offensive words
will not often be met with in business but the Registrar
of Companies turned down the names ‘Prostitutes Ltd’
and ‘Hookers Ltd’ when application was made for the
registration of the business of a prostitute. The expres-
sion ‘Personal Services’ was eventually accepted but the
registration was later cancelled because the company
had been formed for an immoral purpose contrary to
public policy. (See Attorney-General vLindi St Clair
(Personal Services) Ltd(1981).)
4 Connection with the government. A name which is
likely to suggest a connection with the government or a
local authority, e.g. ‘District Council Supplies Ltd’, will
be registered only if the Secretary of State approves (s 53).
5 Sensitive names. A name which includes any word or
expression which is to be found in regulations made by
the Secretary of State under s 55 will not be registered as
a company or business name unless the Secretary of
State approves.
The list of these sensitive names (which all imply
some connection of prestige) also states the name of a
government department or other organisation which
can object to the use of the name and which must be
approached and say that it does not disapprove before
the Secretary of State can give his approval.
Examples under regulations already issued are that
for the use of ‘Prince’, ‘Princess’, ‘Queen’, approval of
the Home Office is required, and for ‘Bank’, ‘Banking’,
approval of the Bank of England is necessary. For the use
of ‘Charity’ or ‘Charitable’ the approval of the Charity
Commission is required.
Change of name
A company can change its name and have one which is
different from the name it was registered in.
1 Voluntary change. A company may by special resolu-
tion change its name at any time.
A special resolution is an important form of resolu-
tion which will be looked at again later, but for now
it will be enough to say that if it is passed at a meeting,
as where it is not a written resolution (see later in this
chapter), the meeting at which it is passed must be called
by at least 21 days’ notice and that the resolution must
be passed by a majority of at least three-quarters of those
present at the meeting in person or by proxy (i.e. a person
appointed to attend and vote for the shareholder) and
voting. Thus, if the company has members attending the
meeting in person or by proxy who between them have
100 votes, then at least 75 votes must be cast for the
resolution.
A private company is allowed by s 288 to use a unan-
imous written resolution which is effective without a
meeting of the members. Further details of these resolu-
tions appear later in the chapter but wherever a special,
extraordinary or ordinary resolution is referred to in
this text a private company can use the written resolu-
tion procedure except, so far as this text is concerned,
for an ordinary resolution to remove a director from
office.
The new name must comply with the same require-
ments as on first registration which are listed above. The
Registrar issues a new certificate of incorporation and
the change does not take effect until that has been done.2 Compulsory change. The Secretary of State may (as
we have seen) within 12 months of registration direct
a change if the name in which the company has been
registered is too like (or the same as) one which appears
on the Registrar’s Index of Names (s 67).
The Secretary of State may also within five years of
the date of registration direct a company to change its
name if he believes that misleading information was
provided at the time of its registration (s 75).
There is no appeal to the court in this case.
A company might, for example, have misled the
Registrar as to the nature of its business in order to
obtain registration in a particular name. This would
cover the obtaining of a sensitive name by deception
where false information has been given to the approving
authority. Thus, the use of the word ‘Charity’ requires
the approval of the Charity Commissioners and if pro-
moters gave false information to the Commissioners in
order to get permission to use, say, ‘Barchester Charities’
which they intended to use for personal gain, the name
would have been obtained by deception and be subject
to s 75.
Furthermore, the Secretary of State may direct a com-
pany to change its name at any time if the registered
name gives so misleading an indication of its activities
as to be likely to cause confusion and harm to the public
(s 32).
In this case the company may appeal to the court
against the direction. Section 76 can apply where a
company called, say, ‘Prosperous Investments Trust’
went through a genuine form of registration but was
later acquired and used for the making of cheap home153