Company formation - Trading name and registered office

Learning Outcomes

This article outlines the requirements and regulations concerning company trading names and registered offices under UK law. It explores the distinctions between a company's registered name and any trading names it might use, including the associated disclosure obligations. Additionally, it details the statutory requirements for establishing and maintaining a registered office address. Your understanding of these topics will enable you to apply the relevant legal rules and principles concerning company formation and administration to SQE1-style single best answer MCQs.

SQE1 Syllabus

For SQE1, you need to demonstrate practical knowledge of the rules surrounding company names and registered offices. This includes understanding the formalities required during incorporation and the ongoing compliance obligations. You should be prepared to identify correct procedures and potential breaches in scenarios involving trading names and registered office requirements.

As you work through this article, remember to pay particular attention in your revision to:

  • the distinction between a registered company name and a trading name
  • the rules governing the choice and use of company and trading names, including restrictions
  • the statutory disclosure requirements for company names
  • the requirements for establishing and maintaining a registered office
  • the procedure and implications of changing a registered office address.

Test Your Knowledge

Attempt these questions before reading this article. If you find some difficult or cannot remember the answers, remember to look more closely at that area during your revision.

  1. Which of the following must appear on a company's business letters and order forms?
    1. The company's trading name only.
    2. The company's registered name only.
    3. The company's registered name and registered office address.
    4. The company's trading name and registered office address.
  2. A private limited company wishes to change its registered office address from London to Cardiff. Which of the following is required?
    1. A special resolution of the shareholders.
    2. An ordinary resolution of the shareholders.
    3. A board resolution of the directors.
    4. Consent from Companies House.
  3. Which Act primarily governs the requirements for a company's registered office?
    1. The Business Names Act 1985.
    2. The Companies Act 2006.
    3. The Insolvency Act 1986.
    4. The Limited Liability Partnerships Act 2000.

Introduction

When forming a company, several administrative and legal requirements must be satisfied. Two fundamental aspects are the company's name and its registered office. The name under which a company trades might differ from its officially registered name, leading to specific disclosure rules. Furthermore, every company must maintain a registered office, which serves as its official legal address. Understanding the regulations surrounding these elements is essential for ensuring compliance and advising clients effectively during and after the incorporation process.

Company Names: Registered vs Trading

A key distinction exists between a company's official registered name and any trading name it may use for business purposes.

Key Term: trading name
A name used by a company for business activities that is different from its registered name. Also known as a business name.

The registered name is the official legal name recorded at Companies House upon incorporation. It must comply with specific rules under the Companies Act 2006 (CA 2006). For example, a private company limited by shares must generally end its name with 'Limited' or 'Ltd.' (s 59 CA 2006).

A company might choose to operate under a trading name for branding, marketing, or operational reasons. For instance, 'Global Tech Solutions Limited' might trade as 'Innovate IT'. While permissible, the use of a trading name does not replace the legal identity associated with the registered name.

Restrictions on Names

Choosing both registered and trading names involves addressing several restrictions:

  1. Identical Names: A proposed registered name cannot be the same as one already on the Companies House index (s 66 CA 2006). Regulations specify minor differences (like punctuation or certain words like 'UK') that are disregarded when determining if names are 'the same'.
  2. Offensive or Criminal Names: Names that are offensive or suggest criminal activity are prohibited (s 53 CA 2006).
  3. Sensitive Words: Certain words or expressions require prior approval from the Secretary of State or a relevant body, as they might imply a connection with government, specific status, or regulated activities (ss 54-55 CA 2006). These are detailed in regulations.

Key Term: sensitive words
Words and expressions specified in regulations (e.g., The Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2014) that require approval before being used in a company or business name. Examples include 'Royal', 'Trust', 'Bank', 'Chartered'.

  1. Passing Off: Using a trading name (or registered name) that is too similar to an existing business's name, potentially misleading customers into thinking there is an association, can lead to a claim in tort for passing off.
  2. Trademark Infringement: A chosen name must not infringe an existing registered trademark under the Trade Marks Act 1994. Thorough searches should be conducted before finalising a name.

Disclosure Requirements

Transparency is essential. Even when using a trading name, a company must disclose its registered name, registered number, registered office address, the part of the UK where it is registered, and the fact that it is a limited company on key business communications. This includes:

  • Business letters
  • Order forms
  • Invoices and receipts
  • Websites

These requirements are primarily outlined in The Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015. Failure to comply can lead to fines for the company and its officers.

Worked Example 1.1

Scenario: 'Bright Sparks Electricals Ltd' operates its retail business under the trading name 'ElectroWorld'. They send an invoice to a customer which only shows the 'ElectroWorld' name and logo, and a PO Box address. Does this comply with legal requirements?

Answer: No. The invoice fails to display the company's registered name ('Bright Sparks Electricals Ltd'), its registered number, its registered office address, and the part of the UK where it is registered. This is a breach of the disclosure regulations.

Registered Office

Every UK company must have a registered office address from the moment of incorporation until dissolution.

Key Term: registered office
The official address of a company required by the Companies Act 2006, used for formal communications and service of legal documents. It must be a physical address within the company's jurisdiction of registration (e.g., England and Wales).

The registered office serves several critical functions:

  1. Formal Address: It is the address to which official mail from government bodies like Companies House and HMRC is sent.
  2. Service of Documents: Legal documents, such as court claim forms or statutory notices, are formally served at this address.
  3. Public Record: The address is publicly available via the Companies House register.
  4. Location of Records: Certain statutory registers (like the register of members or directors) must be kept available for inspection either at the registered office or a nominated Single Alternative Inspection Location (SAIL), notice of which must be given to Companies House.

Key Term: Companies House
The UK's registrar of companies, an executive agency responsible for incorporating and dissolving companies, storing company information, and making it available to the public.

Requirements for a Registered Office

  • Physical Location: It must be a physical address, not just a PO Box number.
  • Jurisdiction: It must be located in the same part of the UK as the company's registration (e.g., a company registered in England and Wales must have its registered office in England or Wales).
  • Accessibility: The company must ensure arrangements are in place so that any documents delivered to the registered office are brought to the attention of company officers.

Changing the Registered Office

A company can change its registered office address at any time. The procedure involves:

  1. Board Resolution: The directors must pass a board resolution approving the change. Shareholder approval is not required.
  2. Notification: The company must notify Companies House of the change by filing Form AD01.
  3. Effective Date: The change takes effect when the notice is registered by Companies House (s 87 CA 2006). Companies House will update the public record.

Exam Warning

Do not confuse the registered office address with the company's trading address(es). A company can have multiple trading locations, but only one official registered office. Ensure you can distinguish between the procedural requirements for changing the registered office (board resolution and filing Form AD01) and changing the company name (special resolution and filing Form NM01).

Revision Tip

When advising a client setting up a company, consider the implications of the registered office address being public. Clients operating from home may prefer to use their accountant's or solicitor's address, or a dedicated registered office service provider, to maintain privacy.

Key Point Checklist

This article has covered the following key knowledge points:

  • Companies must have a registered name that complies with statutory rules, including endings like 'Ltd' or 'Limited'.
  • A company may use a different trading name for business but must disclose its registered name and other details on official communications.
  • Restrictions apply to company and trading names, including identical names, offensive names, sensitive words requiring approval, passing off, and trademark infringement.
  • Every company must have a registered office in its jurisdiction of registration, which serves as its official address for legal documents and communications.
  • The registered office address is public information held by Companies House.
  • Statutory registers must typically be kept at the registered office or a nominated SAIL address.
  • Changing the registered office requires a board resolution and filing Form AD01 with Companies House.

Key Terms and Concepts

  • trading name
  • sensitive words
  • registered office
  • Companies House
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