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Company Names
Contents
Introduction
1. Choosing a company name
2. Change of company name
3. Sensitive words and expressions
4. Exemption from using the word 'limited' in a company name
5. Directions to change a company name
6. How the control of names applies to other company and business types
7. Further information
This is a guide only and should be read with the relevant legislation.
Introduction
This booklet explains:
the rules and restrictions on the choice of company names both when a company is formed and when it changes its name;
when Companies House will not register a company name and when the use of sensitive words or expressions will need to be justified or need prior approval from a recognised authority;
when you can object to the registration of a particular company name, and also what to do if your company name has been objected to and you are directed by the Secretary of State to change the name;
how to change a company name, but not how to form a company (for this, please see our booklet, 'Company Formation').
The booklet will also be useful to unincorporated partnerships and sole traders who use a business name, companies incorporated overseas which trade from an address in Great Britain, open-ended investment companies, ,European economic interest groupings and limited partnerships.
You will find the relevant law in the Companies Act 1985 (as amended in 1989 and later) and in the Company and Business Names Regulations (as amended).
CHAPTER 1
Choosing a company name
1. Can I choose any name I want for my company?
No. Several regulations can affect your choice. For example, all company names must end with the words 'Limited', 'Unlimited', 'Public Limited Company', or their abbreviations or Welsh equivalents. Certain companies may apply for exemption from using 'limited' - see chapter 4 for more details.
2. Could my choice of name be rejected?
Yes, if:
it is 'the same as' a name already on the index - see question 3 below;
it includes the words 'limited', 'unlimited' or 'public limited company' anywhere except at the end of the name. This applies equally to abbreviations or the Welsh equivalent of the words;
it is offensive;
its use would be a criminal offence.
In addition, some names need the approval of the Secretary of State before they can be registered. These include names which contain words prescribed by regulations (see question 4 below) and names which suggest a connection with central or local government. If these categories are avoided, you can normally have your choice of name.
Before you apply to set up a company, or do anything to change its name, it is a good idea to search the index at Companies House to see if there are already any companies with names similar to the one you want. If in doubt, call us on 0870 3333636 or search the website company index at www.companieshouse.gov.uk/info
3. What does 'the same as' mean?
When deciding whether a name is 'the same as' another name, the Registrar ignores punctuation, the company's status, 'the' at the start of the name, and words like 'company (or co)', 'and (or &) company (or co)'. A name that sounds the same as one already on the Company Names Index may be accepted if the two names are spelt differently.
For example, if the name 'Hands Limited' is already registered, then the following would be rejected:
Hands Public Limited Company (or PLC)
H and S Limited (or Ltd)
H and S Public Limited Company (or PLC)
H & S Limited (or Ltd)
any of the above, with the addition of 'Company (or Co)' or 'and (or &) Company (or Co)'
While a company name may be sufficiently different from a name already on the Index to allow it to be registered, this might not be enough to avoid the names being considered 'too like' each other if an objection is lodged after the second company has been incorporated. In such cases, your company could be directed to change its name - see chapter 5.
You should be aware that if you adopt a name which misleads the public into believing that your business is that of another business - for example, trading as a department store under the name 'Harrods' - then you may face a legal action for 'passing off' by the person whose business you have affected. Registration of a name by Companies House is no guarantee that you are safe from such an action.
Registering a name prevents another limited company from having an identical name, but it does not stop the name being used as a trading or business name except in the circumstances described above.
4. Which names need approval?
Names which need approval are those which include words or expressions set out in statutory regulations and names which give the impression that the company is connected with HM Government or with a local authority. Full lists of 'sensitive' words are at Appendices A, B and C, and there is more information on sensitive words in chapter 3.
Names that suggest a banking activity
Following the repeal of the Banking Act 1987, company names that include bank, banker, banking or deposit no longer need approval. However, using words that suggest a banking activity implies that the person using the name is carrying on a banking business and is therefore accepting deposits - a regulated activity under the Financial Services and Markets Act 2000. Therefore, the person would normally need to be an 'authorised person' or to have exemption under the Act.
Use of a banking name by a person who is neither authorised nor exempt under the Act could be material to whether an offence has been committed under section 24 of the Act. A person may, however, be able to establish that the way that he carries on his business means that those who deal with him would not understand him to be an authorised person.
It should not be assumed that a decision by us to register a particular banking name means that its use in certain circumstances would not contravene section 24. If you are in any doubt, you should seek independent legal advice.
5. What if my choice of name needs approval?
If you choose a company name that needs the approval of the Secretary of State for Trade and Industry before use, contact New Companies Section at Companies House, Cardiff or Edinburgh, as appropriate, and ask for information on the rules governing the use of the word you have chosen.
If you choose a name that includes any of the words listed in Appendix A, you will probably be asked to supply supporting information before we register the name. You should write, enclosing information in support of your application, to the Secretary of State for Trade and Industry at Companies House in Cardiff (for English and Welsh companies) or in Edinburgh (for Scottish companies).
If your choice of name includes any of the words listed in Appendix B, then you will need to write to the 'relevant body' to ask if they have any objection (and if so, why) to your use of the word or expression in your company name. When you write to the Secretary of State for Trade and Industry at Companies House, Cardiff or Edinburgh to ask for approval of the name, you must enclose a copy of any reply you have received from the 'relevant body'.
The use of some words and expressions is covered by other legislation and their incorrect use in company names might be a criminal offence. Those known to Companies House are listed at Appendix C. If you wish to include one of these words or expressions in your company name, then you should contact the relevant regulatory authority, or ask us for advice.
If your chosen name gives the impression that your company is connected with HM Government or with a local authority, then you will need the written approval of the Secretary of State for Trade and Industry before the name can be registered. Write to the Secretary of State for Trade and Industry at Companies House, Cardiff or Edinburgh, as appropriate, giving as much detail as you can to support your application. Such names will normally only be approved where you can show that a genuine connection exists and where the relevant government body supports the application. See chapter 3.
6. How do I register my company name?
If your chosen name is not already on the Company Names Index and is not one which needs the Secretary of State's approval, then send your incorporation documents (or special resolution if an existing company is changing its name) to:
New Companies Section, Cardiff for companies registered in England and Wales; or
The Registrar of Companies for Scotland for those companies registered in Scotland.
If your documents are correct, the company name will be registered and a certificate of incorporation issued.
More information about incorporating companies is available in our booklet, 'Company Formation'. Information about changing the name of a company is given in chapter 2 of this booklet.
CHAPTER 2
Change of company name
1. Are there any restrictions on the new name a company can choose?
Yes. They are identical to the restrictions applying to a new company seeking registration. So, before you decide on a new name for your company, please read chapter 1. If you choose an unacceptable name, we will not register it.
If a name is registered that is too similar to another already on the index and an objection is made, then the Secretary of State may direct your company to change its name. For information on the Secretary of State's powers, see chapter 5.
2. What is a change of name?
Be careful to distinguish between a change of name and a change of status of a company. For instance, a company changing from J SMITH LIMITED to J SMITH & SON LIMITED is a change of name, but a company changing from J SMITH LIMITED to J SMITH PLC indicates a change of status from a private limited company to a public limited company. For more information on changing the status of a company, see our booklet 'Company Formation'.
3. How is the name changed?
The company must pass a special resolution in a general meeting, or all the members must sign a written resolution that the name of the company be changed to the new name. More information about resolutions is available in our booklet, 'Resolutions'. A signed copy of the resolution containing the new name should then be sent to the Registrar, together with the fee (currently £10). If all is in order, Companies House will then process the resolution and issue a Certificate of Incorporation on Change of Name. The name of the company is not changed until the new certificate is issued.
4. How long does this take?
If all the documents are correct, the change of name will normally be processed within five working days from receipt at Companies House.
Companies House also provides a premium service where we issue the change of name certificate on the same day as we receive the resolution. This service, which costs £80, can only be guaranteed where the relevant special resolution is delivered before 3pm. The service is available at any Companies House office.
Same-day applications
Posted, couriered and other sealed same-day change of name applications must be clearly marked on the envelope 'for the attention of New Companies Section' and 'same-day change of name'.
5. Can a change of name and of status be done together?
Yes. You can combine the resolution for change of name and change of status, for example, resolving to change the name from ABC Limited to XYZ PLC. However, if a PLC wishes to change its status, same-day re-registration can only occur if the necessary majority of the company members have agreed to the change. For more information, see chapter 4 of our booklet 'Company Formation'.
You will need to submit all the documentation associated with the change of status at the same time. You will also need to submit two fees: £10 for the change of name and £20 for the change of status (£30 in total), or £160 if you require the same-day premium service.
CHAPTER 3
Sensitive words and expressions
1. What are 'sensitive words and expressions'?
These are words and expressions that, when used in a company name, may imply business pre-eminence, a particular status or a specific function. For this reason, they have been prescribed in regulations as requiring the approval of the Secretary of State. The aim is to ensure that use of the word is justified so that the public is not misled by the name. We act on behalf of the Secretary of State in dealing with applications for approval of such words and expressions.
Approval by the Secretary of State is confined to the use of certain words or expressions in the company name. Approval does not imply approval of a company's aims and objectives.
This chapter gives guidance on the conditions your company will need to fulfil if you wish to use one of the words listed in Appendix A.
2. What types of words and expressions are sensitive?
The following words imply national or international pre-eminence:
British - approval of this word in your company name will depend on how it is used. Normally the Secretary of State would expect the company to be British owned. You would need to show that the company is pre-eminent in its field by providing supporting evidence from an independent source such as a Government department or a trade association.
If the word 'British' is qualified by words that do not describe an activity or product, for example by using a 'made-up' word, then evidence of pre-eminence is not necessarily essential. But you would be expected to show that your company is substantial in relation to its activity or product and that it is eminent in its own field.
England, English, Scotland, Scottish, Wales, Welsh, Ireland or Irish - if you wish to use these words as a prefix to your company name, the rules are similar to those for 'British'. You will usually be given approval to use any of these words as a suffix if you show that the company has its main place of business in the country concerned. If you want to use one of these words because it is a surname, you will usually be given approval if the company name includes forenames or initials.
European - names which include this word will not be approved if they unjustifiably imply a connection with official bodies of the European Union. If there is a genuine connection with an official body, the name may be allowed if the appropriate body supports the application.
Great Britain or United Kingdom - if you wish to use these expressions as a prefix, or to use 'of Great Britain' or 'of the United Kingdom' as a suffix, then the criteria are the same as for 'British'. If the words are used as a suffix to the name, they are normally allowed without difficulty. Using the initials 'GB' or 'UK' in your company name does not require approval.
International - if you wish to use this word as a prefix, you need to show that the major part of the company's activities is in trading overseas. If you wish to use it as a suffix, then approval will usually be given if you can show that the company operates in two or more overseas countries.
National - the criteria for use of this word are the same as for 'British'.
The following words imply business pre-eminence or representative or authoritative status:
association, federation or society - if you wish to use one of these words, your company would normally be limited by guarantee. Each member should have one vote and the constitution should contain a non-profit distribution clause. This provides that any profits should be used to further the objects of the company and not be paid to the members as dividends.
authority, board or council - if you want to use any of these words, you should ask us for advice. If the company is to be registered in Scotland, contact Companies House in Edinburgh.
institute or institution - approval for use of these words is normally given only to those organisations which are carrying out research at the highest level or to professional bodies of the highest standing. You will need to show us that there is a need for the proposed institute and that it has appropriate regulations or examination standards. You will need evidence of support from other representative and independent bodies.
The following words imply specific objects or functions:
assurance, assurer, insurance, insurer, re-assurance, re-assurer, re-insurance or re-insurer - if the name is needed for an underwriting company, we will normally seek further advice. However, if you want to use the name for a company that will only provide insurance services, then you should include the appropriate qualification, for example 'agents', 'consultants' or 'services', in the name.
benevolent, foundation or fund - names that include any of these words will normally be refused if they imply that the company has charitable status. If the company is limited by guarantee and has a non-profit distribution clause in the memorandum of association, then the name will normally be approved.
charter or chartered - names that include these words will be refused if they unjustifiably give the impression that the company has a Royal Charter. If the words are used to qualify a profession, we will seek the advice of the appropriate governing body before considering whether to give approval.
charity - approval for a name including this word normally depends on the company being registered with the Charity Commission. A company's objects should be charitable and the memorandum should contain a non-profit distribution clause.
chemist or chemistry - if you want to use these words, you should ask for advice from Companies House in Cardiff. If the company is to be registered in Scotland, contact Companies House in Edinburgh.
co-operative - any company wanting to use this word should normally be limited by guarantee with each member having one vote, and include a non-profit distribution clause in the memorandum of association. However, a company limited by shares may also be permitted to use 'co-operative' in its name in some circumstances. In either case, we may ask you to provide more detailed information before giving approval.
Friendly Society or Industrial and Provident Society - we will refer names which include these expressions to the Registrar of Friendly Societies for advice. If you want to use them in your company name, you should first ask Companies House in Cardiff. If the company is to be registered in Scotland, contact Companies House in Edinburgh.
group - if use of this word implies several companies under one corporate ownership, then you will need to provide evidence of association with two or more other British or overseas companies. If the name clearly shows that the company is to promote the interests of a group of individuals, then the name will normally be approved.
holding(s) - a company wishing to use this word must be a holding company as defined under section 736 of the Companies Act 1985.
patent or patentee - a name including either word will only be approved if it does not contravene the Copyright, Designs and Patent Act 1988.
post office - we are likely to seek advice on applications that include these words.
register or registered - we treat every application for use of these words on its merits. Generally, we will seek advice from the appropriate governing body if names that include these words are linked with a professional qualification. The name will not be registered if it unjustifiably implies a connection with HM Government or a local authority. If such a connection actually exists, the name may be allowed if the appropriate body supports the application.
Sheffield - if you wish to use a name that includes the word 'Sheffield', we will need to establish details of the company's location and its business activities. We will also consult the Company of Cutlers in Hallamshire.
stock exchange - names including this expression will normally be refused unless there are special circumstances.
trade union - names including this expression will normally be refused unless they conform to legislation relating to trade unions.
trust - the word 'trust' can be used in many different senses. Each application is dealt with on its merits but the main uses of this word are as follows:
charitable trust - these companies need to have charitable objects and a non-profit distribution clause in the memorandum of association. You will be asked for confirmation that you have made, or will make, an application for registration as a charity with the Charity Commission. Scottish companies wishing to use the expression 'charitable trust' will need to apply to the Inland Revenue in Edinburgh as the Charity Commission has no jurisdiction in Scotland.
educational trust or artistic trust - such companies should have a non-profit distribution clause in the memorandum of association and the name should reflect the nature of the trust. The promoters should be of high standing in the field.
enterprise trust - these companies must have a non-profit distribution clause in the memorandum of association and they must be able to provide evidence of support from, for example, local authorities, businesses or banks.
family trust - such companies must be non-profit distributing and the objects must reflect the nature of the trust. Names of family trusts will usually be approved if the name as a whole identifies the company as such.
financial trust or investment trust - if you wish to use these expressions, you will need to provide a written assurance that substantial paid-up share capital or other funds will be achieved within a reasonable period after incorporation.
pensions or staff trust - the names of such companies must include the name of the parent company, and the objects of the company must include the operation of pension funds.
unit trust - if you wish to use this as part of your company name, you should seek the advice of Companies House in Cardiff. If the company is to be registered in Scotland, contact Companies House in Edinburgh.
CHAPTER 4
Exemption from using the word 'limited' in a company name
1. Using 'limited'
Limited companies must normally have the word 'limited' (or its Welsh equivalent 'cyfyngedig') as part of their company name. This may be abbreviated to 'ltd.' (or 'cyf.'). However, under Section 30 of the Companies Act 1985, some company names need not include the word 'limited' if they satisfy certain criteria.
A company which takes advantage of such an exemption will also:
be exempt from the Companies Act 1985 in relation to the publication of its name; and
will not have to send lists of members to the Registrar.
2. What kind of company can be exempt from using 'limited' in its name?
To be exempt, a company must be a private company limited by guarantee; the objects of the company must be the promotion of commerce, art, science, education, religion, charity or any profession; and the memorandum or articles of association must say that:
any profits, or other income, are to be spent in promoting the company's objects;
no dividends are to be paid to members;
if the company is wound up, all the assets are to be transferred to another body which has similar objects, or which promotes a charity.
A company that wishes to be exempt from using 'limited' in its name must satisfy all the above conditions. If you are not sure whether your company qualifies, you should consult a solicitor.
In addition, a company which was a private company limited by shares on 25 February 1982 may also be exempt if it did not include 'limited' in its name because it had a licence under section 19 of the Companies Act 1948 and complies with the requirements set out above.
3. If my company qualifies, how do I claim the exemption?
When your company is being formed, you must make a statutory declaration on Form 30(5)(a) and send it to the Registrar with your incorporation documents. More information about forming companies is available in our booklet, 'Company Formation'.
4. What if a company that already exists wants to claim the exemption?
If the company already exists, you must pass a special resolution to change its name, by omitting 'limited'. You must send the resolution to Companies House with a statutory declaration on Form 30(5)(c). See chapter 2 for information about changing your company name.
Forms 30(5)(a) and 30(5)(c) are available free of charge from Companies House, Cardiff and Edinburgh.
5. How much will it cost?
There is no charge for being given exemption to omit the word 'limited' from your company name. If you are claiming the exemption when the company is being formed, you pay the standard incorporation fee.
If you are claiming the exemption for a company that already exists, you pay the standard change-of-name fee.
Please remember that when you have been granted an exemption, you may not alter the memorandum and articles of association in such a way that they no longer satisfy the conditions for exemption.
CHAPTER 5
Directions to change a company name
1. What is a 'direction'?
A direction to change a company name is a legal instruction for a company to pass a resolution adopting a new name and to register the change at Companies House within a specified time. A direction may be issued, for example, as a result of an objection being lodged by an interested party because one name is 'too like' another. This chapter explains how to make an objection, what is considered when deciding whether one name is too like another and generally when a direction may be issued.
2. Who can direct a company to change its name?
The Secretary of State has statutory powers to direct a company to change its name in certain circumstances.
3. How do I object to a name?
If you wish to object to a name, for example because its similarity to your company name may lead to confusion between companies, then you must write to:
For companies incorporated in
England & Wales:
The Secretary of State for
Trade & Industry
Companies Administration Branch
Companies House
Crown Way
Cardiff CF14 3UZ For companies incorporated in
Scotland:
The Secretary of State for
Trade & Industry
Companies House
37 Castle Terrace
Edinburgh EH1 2EB
4. What does 'too like' mean?
The Secretary of State first looks at the two names. Only if the names appear to be like each other does he consider whether they are 'too like', that is if there is a danger of confusion between companies.
If the names differ by one or more words, this may suggest that they are not 'too like', depending on, for example, the word(s) and the length of the names in question.
If the names differ in only minor respects, this may suggest that the names are "too like", in which case a direction may be issued. Examples could be:
If the difference amounts to only one or two letters, especially when these represent the plural of a word included in an otherwise identical name on the register.
If the names differ by short words, particularly when these words are of a generic nature such as "GB" or "UK" or ".com".
If the names differ by slightly longer words when they have substantial or very distinctive elements in common.
If they differ in the use of symbols.
Note: consideration can only be given to the full corporate names of the companies.
5. What if the name suggests a connection with a company already on the index?
The Secretary of State does not consider any aspect of 'implied association', that is whether the company might be thought to be a member of, or associated with, a particular company or group of companies. Nor does he consider the use of trading or business names, logos, ownership of registered trade or service marks, copyrights, patents etc., or any other proprietary rights existing in names or parts of names.
6. How are objections dealt with?
The Secretary of State's powers are discretionary, each case being considered on its merits. The Secretary of State will normally inform the company whose name he proposed to direct to be changed, so that this company can put forward any evidence it considers appropriate in justification of retaining the existing name. Any relevant information provided to support or rebut the case for confusion between companies, as companies (but not between companies as represented by their trading title, style or activity) will be considered in reaching a decision.
7. When may a direction be issued?
A company may be directed to change its name:
Within 12 months of its date of registration if it is the same as or, in the opinion of the Secretary of State, 'too like' a name appearing (or which should have appeared) on the index at the time of its registration.
Within five years of its date of registration, where the Secretary of State has reason to think that it has provided misleading information for the purposes of registration, or has given undertakings or assurances for that purpose that have not been fulfilled.
At any time if the name gives so misleading an indication of the nature of the company's activities as to be likely to cause harm to the public. This direction must be complied with within six weeks unless an application is made to the Court to set it aside. (Section 32, Companies Act 1985)
8. Can a 'too like' name be rejected before the company is registered?
No. Although proposed company names are rejected if they are the 'same as' an existing company name, there is no power to reject a name on the grounds that it is 'too like' that of another company.
It is in your interest to ensure that the name you choose for your company is sufficiently different from any other name on the register. This will reduce the risk of confusion and the following potential difficulties:
objections to the company name;
confusion with other companies with a poor trading record;
a 'passing off' action in civil law.
CHAPTER 6
How the control of names applies to other company and business types
1. Oversea companies
The same rules that govern the use of names for British-registered companies apply to the names of oversea companies and their branches registered under Part XXIII of the Companies Act 1985. If the name is not acceptable, the company will receive a notice to change it. Information about the registration of oversea companies is available in our booklet, 'Oversea Companies'.
2. Open-ended investment companies, European economic interest groupings and limited partnerships
As with oversea companies, the names of these businesses are kept on the Company Names Index. They are subject to the same rules on the use of names and their names are taken into account when deciding whether one name is the 'same as' another - see chapter 1.
3. Business names
The rules about 'too like' and 'same as' names do not apply. But certain words and expressions used in business names still need the approval of the Secretary of State for Trade and Industry before they can be used.
More information about business names is available in our booklet, 'Business Names'.
4. Could a choice of name be affected by the trade marks index?
The Registrar does not consult the Trade Marks Register when considering an application for a company name. Therefore, the registration of a name does not mean that trade mark rights do not exist. In your own interests, it is sensible to check with the Trade Marks Registry of the Patent Office, on:
Tel: 0645 500505
E-mail: enquiries@patent.gov.uk
Website: www.patent.gov.uk
... or by the Consumer Credit Act?
Registration of your company name does not imply any acceptance of the same name for the purpose of the Consumer Credit Act 1974. If you need a licence under that Act in order to carry on business, then you should consult the licensing branch of:
Office of Fair Trading
3rd Floor
Craven House
40 Uxbridge Road
Ealing
London W5 2BS
Tel: 020 7211 8000
to find out whether your chosen name is acceptable for the purposes of the Act.
CHAPTER 7
Further information
1. Where can I go for help?
For more information about names which need the approval of the Secretary of State, you should write to:
For companies incorporated in
England & Wales: For companies incorporated in
Scotland:
New Companies Section
Companies House
Crown Way
Cardiff CF14 3UZ
DX33050 Cardiff
The Registrar of Companies
Companies House
37 Castle Terrace
Edinburgh EH1 2EB
DX ED235 Edinburgh 1
You can also get advice about the use of particular words and expressions from the relevant bodies whose names and addresses are listed in the Appendices.
2. How do I send information to the Registrar?
You may deliver documents to the Registrar by hand (personally or by courier), including outside office hours, bank holidays and weekends to Cardiff, London and Edinburgh.
You may also send documents by post or by the Hays Document Exchange service (DX). If you send documents, please address them to:
For companies incorporated in
England & Wales: For companies incorporated in
Scotland:
The Registrar of Companies
Companies House
Crown Way
Cardiff CF14 3UZ
DX33050 Cardiff
The Registrar of Companies
Companies House
37 Castle Terrace
Edinburgh EH1 2EB
DX ED235 Edinburgh 1
We will only acknowledge receipt of documents at Companies if you provide a stamped addressed envelope.
Please note: Companies House does not accept accounts or any other statutory documents by fax.
3. Where do I get forms and guidance booklets?
This is one of a series of Companies House booklets which provide a simple guide to the Companies Act.
Statutory forms and guidance booklets are available, free of charge, from Companies House. The quickest way to get them is through this web site or by telephoning 0870 3333636.
If you prefer you can write to our Stationery Sections in Cardiff or Edinburgh.
Forms can also be obtained from legal stationers, accountants, solicitors and company formation agents - addresses in business phone books.
APPENDIX A
You will need the approval of the Secretary of State for Trade and Industry before you use any of the following words or expressions (or their plural or possessive forms) in your chosen company name.
(a) Words which imply national or international pre-eminence:
British Great Britain National Wales
England International Scotland Welsh
English Ireland Scottish
European Irish United Kingdom
(b) Words which imply business pre-eminence or representative or authoritative status:
Association Board Federation Institution
Authority Council Institute Society
(c) Words which imply specific objects or functions:
Assurance Chartered Holding Re-assurer
Assurer Charity Industrial & provident society Register
Benevolent Chemist Registered
Chemistry Insurance Re-insurance
Co-operative Insurer Re-insurer
Foundation Patent Sheffield
Friendly society Patentee Stock exchange
Fund Post office Trade union
Charter Group Reassurance Trust
APPENDIX B
Words or expressions in the following list need the approval of the Secretary of State. If you want to use any of them in your company name you will need to write first to the relevant body to ask if they have any objection to its use. When you apply for approval to use the name you should tell Companies House that you have written to the relevant body and enclose a copy of the reply you have received.
Word or Expression Relevant Body for
companies intending
to have registered
office in England or Wales Relevant Body for
companies intending
to have registered
office in Scotland
Apothecary The Worshipful Society
of Apothecaries of
London
Apothecaries Hall
Blackfriars Lane
London EC4V 6EJ The Royal
Pharmaceutical
Society of Great
Britain
Law Department
1 Lambeth High St
London SE1 7JN
Charity, Charitable Charity Commission
Registration Division
Harmsworth House
13-15 Bouverie Street
London EC4Y 8DP For recognition as a
Scottish charity
Inland Revenue
FICO (Scotland)
Trinity Park House
South Trinity Road
Edinburgh
EH5 3SD
or for companies
not intending
to register as
a charity
Charity Commission
2nd Floor
20 Kings Parade
Queens Dock
Liverpool
L3 4DQ
Contact Lens The Registrar
General Optical Council
41 Harley Street
London W1N 2DJ As for England and
Wales
Dental, Dentistry The Registrar
General Dental Council
37 Wimpole Street
London W1M 8DQ As for England and
Wales
District Nurse
Health Visitor,
Midwife, Midwifery
Nurse, Nursing The Registrar &
Chief Executive
United Kingdom Central
Council for Nursing,
Midwifery and Health Visiting
23 Portland Place
London W1N 3AF As for England and
Wales
Health Centre Office of the Solicitor
Department of Health &
Social Security
48 Carey Street
London WC2A 2LS As for England and
Wales
Health Service Department of Health
Room 2N35A
Quarry House
Quarry Hill
Leeds
LS2 7UE
As for England and
Wales
Police Home Office
Police Dept
Strategy Group
Room 510
50 Queen Anne's Gate
London SW1H 9AT The Scottish Ministers
Police Division
St Andrews House
Regent Road
Edinburgh EH1 3DG
Polytechnic Department of Education
and Science
FHE 1B
Sanctuary Buildings
Great Smith Street
Westminster
London SW1P 3BT As for England and Wales
Pregnancy,
Termination,
Abortion Department of Health
Area 423
Wellington House
133-135 Waterloo Road
London SE1 8UG As for England and
Wales
Royal, Royale,
Royalty, King,
Queen, Prince, Princess,
Windsor, Duke,
His/Her Majesty (If based in England)
Lord Chancellor's Department
Constitutional Policy Division
1st Floor, Southside
105 Victoria Street
London SW1E 6QT
(If based in Wales)
The National Assembly for Wales
Crown Buildings
Cathays Park
Cardiff CF10 3NQ
The Scottish Ministers
Civil Law and Legal Aid Division
Saughton House
Broomhouse Drive
Edinburgh EH11 3XD
Special School Department for Education
and Employment
Schools 2 Branch
Sanctuary Buildings
Great Smith Street
Westminster
London SW1P 3BT As for England and
Wales
University Privy Council Office
2 Carlton Gardens
London SW1Y 5AA As for England and
Wales
APPENDIX C
Certain words or expressions are covered by other legislation and their use in company names might be a criminal offence. These are listed below. If you want to use any of these words or expressions in your company name, then you should contact the relevant regulatory authority or ask us for advice before proceeding. We may seek independent advice from the relevant body.
Word Or Expression Relevant Legislation Relevant Body
Architect Section 20 Architects
Registration Act 1997 Architects Registration
Board
73 Hallam Street
London W1N 6EE
Credit Union Credit Union Act 1979 The Public Records Section
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Veterinary Surgeon
Veterinary, Vet Sections 19/20
Veterinary Surgeons
Act 1966 The Registrar
Royal College of
Veterinary Surgeons
62-64 Horseferry Rd
London SW1P 2AF
Dentist
Dental Surgeon
Dental Practitioner Dental Act 1984 The Registrar
General Dental Council
37 Wimpole Street
London W1M 8DQ
Drug, Druggist
Pharmaceutical
Pharmaceutist
Pharmacist
Pharmacy Section 78
Medicines Act 1968 The Director of
Legal Services
The Royal Pharmaceutical
Society of Great Britain
1 Lambeth High Street
London SE1 7JN
(for Scottish
Registered Companies)
The Pharmaceutical
Society
36 York Place
Edinburgh
EH13HU
Olympiad,
Olympiads,
Olympian,
Olympians,
Olympic,
Olympics,
or translation of these Olympic Symbol etc. (Protection) Act 1995*
*Also protects Olympic symbols of five interlocking rings and motto "Citius Altius Fortius" British Olympic Association
1 Wandsworth Plain
London
SW18 1EH
Optician,
Ophthalmic Optician
Dispensing Optician,
Enrolled Optician
Registered Optician,
Optometrist Opticians Act 1989 The Registrar
General Optical Council
41 Harley Street
London W1N 2DJ
Red Cross
Geneva Cross,
Red Crescent,
Red Lion and Sun Geneva Convention
Act 1957 Seek advice of
Companies House
Anzac Section 1 Anzac Act 1916 Seek advice of
Companies House
Chiropodist, Dietician
Medical Laboratory,
Technician,
Occupational Therapist,
Orthoptist,
Physiotherapist,
Radiographer
Remedial Gymnast Professions
Supplementary to
Medicine Act 1960
if preceded by
Registered, State or
Registered Mrs Joan Arnott
Department of Health
HRD HRB
Rm 2N35A
Quarry House
Quarry Hill
Leeds LS2 7JE
Institute of Laryngology
Institute of Otology
Institute of Urology
Institute of Orthopaedics University College
London Act 1988 Seek advice of
University College
London
Gower Street
London
WC1E 6BT
Patent Office,
Patent Agent Copyright, Designs
and Patents Act
1988 IPPD (Intellectual Property Policy Directorate)
Room 3B38, Concept House
The Patent Office, Cardiff Road,
Newport, NP10 8QQ
Building Society Building Society
Act 1986 Seek advice of
Building Societies Commission
Victoria House
30-40 Kingsway
London WC2B 6ES
Chamber(s) of Business, Chamber(s) of Commerce,
Chamber(s) of Commerce and Industry,
Chamber(s) of Commerce, Training and Enterprise,
Chamber(s) of Enterprise,
Chamber(s) of Industry
Chamber(s) of Trade,
Chamber(s) of Trade and Industry,
Chamber(s) of Training,
Chamber(s) of Training and Enterprise
or the Welsh translations of these words Company and Business Names (Chamber of Commerce etc.) Act 1999 Guidance is available from Companies House
Contents
Introduction
1. Choosing a company name
2. Change of company name
3. Sensitive words and expressions
4. Exemption from using the word 'limited' in a company name
5. Directions to change a company name
6. How the control of names applies to other company and business types
7. Further information
This is a guide only and should be read with the relevant legislation.
Introduction
This booklet explains:
the rules and restrictions on the choice of company names both when a company is formed and when it changes its name;
when Companies House will not register a company name and when the use of sensitive words or expressions will need to be justified or need prior approval from a recognised authority;
when you can object to the registration of a particular company name, and also what to do if your company name has been objected to and you are directed by the Secretary of State to change the name;
how to change a company name, but not how to form a company (for this, please see our booklet, 'Company Formation').
The booklet will also be useful to unincorporated partnerships and sole traders who use a business name, companies incorporated overseas which trade from an address in Great Britain, open-ended investment companies, ,European economic interest groupings and limited partnerships.
You will find the relevant law in the Companies Act 1985 (as amended in 1989 and later) and in the Company and Business Names Regulations (as amended).
CHAPTER 1
Choosing a company name
1. Can I choose any name I want for my company?
No. Several regulations can affect your choice. For example, all company names must end with the words 'Limited', 'Unlimited', 'Public Limited Company', or their abbreviations or Welsh equivalents. Certain companies may apply for exemption from using 'limited' - see chapter 4 for more details.
2. Could my choice of name be rejected?
Yes, if:
it is 'the same as' a name already on the index - see question 3 below;
it includes the words 'limited', 'unlimited' or 'public limited company' anywhere except at the end of the name. This applies equally to abbreviations or the Welsh equivalent of the words;
it is offensive;
its use would be a criminal offence.
In addition, some names need the approval of the Secretary of State before they can be registered. These include names which contain words prescribed by regulations (see question 4 below) and names which suggest a connection with central or local government. If these categories are avoided, you can normally have your choice of name.
Before you apply to set up a company, or do anything to change its name, it is a good idea to search the index at Companies House to see if there are already any companies with names similar to the one you want. If in doubt, call us on 0870 3333636 or search the website company index at www.companieshouse.gov.uk/info
3. What does 'the same as' mean?
When deciding whether a name is 'the same as' another name, the Registrar ignores punctuation, the company's status, 'the' at the start of the name, and words like 'company (or co)', 'and (or &) company (or co)'. A name that sounds the same as one already on the Company Names Index may be accepted if the two names are spelt differently.
For example, if the name 'Hands Limited' is already registered, then the following would be rejected:
Hands Public Limited Company (or PLC)
H and S Limited (or Ltd)
H and S Public Limited Company (or PLC)
H & S Limited (or Ltd)
any of the above, with the addition of 'Company (or Co)' or 'and (or &) Company (or Co)'
While a company name may be sufficiently different from a name already on the Index to allow it to be registered, this might not be enough to avoid the names being considered 'too like' each other if an objection is lodged after the second company has been incorporated. In such cases, your company could be directed to change its name - see chapter 5.
You should be aware that if you adopt a name which misleads the public into believing that your business is that of another business - for example, trading as a department store under the name 'Harrods' - then you may face a legal action for 'passing off' by the person whose business you have affected. Registration of a name by Companies House is no guarantee that you are safe from such an action.
Registering a name prevents another limited company from having an identical name, but it does not stop the name being used as a trading or business name except in the circumstances described above.
4. Which names need approval?
Names which need approval are those which include words or expressions set out in statutory regulations and names which give the impression that the company is connected with HM Government or with a local authority. Full lists of 'sensitive' words are at Appendices A, B and C, and there is more information on sensitive words in chapter 3.
Names that suggest a banking activity
Following the repeal of the Banking Act 1987, company names that include bank, banker, banking or deposit no longer need approval. However, using words that suggest a banking activity implies that the person using the name is carrying on a banking business and is therefore accepting deposits - a regulated activity under the Financial Services and Markets Act 2000. Therefore, the person would normally need to be an 'authorised person' or to have exemption under the Act.
Use of a banking name by a person who is neither authorised nor exempt under the Act could be material to whether an offence has been committed under section 24 of the Act. A person may, however, be able to establish that the way that he carries on his business means that those who deal with him would not understand him to be an authorised person.
It should not be assumed that a decision by us to register a particular banking name means that its use in certain circumstances would not contravene section 24. If you are in any doubt, you should seek independent legal advice.
5. What if my choice of name needs approval?
If you choose a company name that needs the approval of the Secretary of State for Trade and Industry before use, contact New Companies Section at Companies House, Cardiff or Edinburgh, as appropriate, and ask for information on the rules governing the use of the word you have chosen.
If you choose a name that includes any of the words listed in Appendix A, you will probably be asked to supply supporting information before we register the name. You should write, enclosing information in support of your application, to the Secretary of State for Trade and Industry at Companies House in Cardiff (for English and Welsh companies) or in Edinburgh (for Scottish companies).
If your choice of name includes any of the words listed in Appendix B, then you will need to write to the 'relevant body' to ask if they have any objection (and if so, why) to your use of the word or expression in your company name. When you write to the Secretary of State for Trade and Industry at Companies House, Cardiff or Edinburgh to ask for approval of the name, you must enclose a copy of any reply you have received from the 'relevant body'.
The use of some words and expressions is covered by other legislation and their incorrect use in company names might be a criminal offence. Those known to Companies House are listed at Appendix C. If you wish to include one of these words or expressions in your company name, then you should contact the relevant regulatory authority, or ask us for advice.
If your chosen name gives the impression that your company is connected with HM Government or with a local authority, then you will need the written approval of the Secretary of State for Trade and Industry before the name can be registered. Write to the Secretary of State for Trade and Industry at Companies House, Cardiff or Edinburgh, as appropriate, giving as much detail as you can to support your application. Such names will normally only be approved where you can show that a genuine connection exists and where the relevant government body supports the application. See chapter 3.
6. How do I register my company name?
If your chosen name is not already on the Company Names Index and is not one which needs the Secretary of State's approval, then send your incorporation documents (or special resolution if an existing company is changing its name) to:
New Companies Section, Cardiff for companies registered in England and Wales; or
The Registrar of Companies for Scotland for those companies registered in Scotland.
If your documents are correct, the company name will be registered and a certificate of incorporation issued.
More information about incorporating companies is available in our booklet, 'Company Formation'. Information about changing the name of a company is given in chapter 2 of this booklet.
CHAPTER 2
Change of company name
1. Are there any restrictions on the new name a company can choose?
Yes. They are identical to the restrictions applying to a new company seeking registration. So, before you decide on a new name for your company, please read chapter 1. If you choose an unacceptable name, we will not register it.
If a name is registered that is too similar to another already on the index and an objection is made, then the Secretary of State may direct your company to change its name. For information on the Secretary of State's powers, see chapter 5.
2. What is a change of name?
Be careful to distinguish between a change of name and a change of status of a company. For instance, a company changing from J SMITH LIMITED to J SMITH & SON LIMITED is a change of name, but a company changing from J SMITH LIMITED to J SMITH PLC indicates a change of status from a private limited company to a public limited company. For more information on changing the status of a company, see our booklet 'Company Formation'.
3. How is the name changed?
The company must pass a special resolution in a general meeting, or all the members must sign a written resolution that the name of the company be changed to the new name. More information about resolutions is available in our booklet, 'Resolutions'. A signed copy of the resolution containing the new name should then be sent to the Registrar, together with the fee (currently £10). If all is in order, Companies House will then process the resolution and issue a Certificate of Incorporation on Change of Name. The name of the company is not changed until the new certificate is issued.
4. How long does this take?
If all the documents are correct, the change of name will normally be processed within five working days from receipt at Companies House.
Companies House also provides a premium service where we issue the change of name certificate on the same day as we receive the resolution. This service, which costs £80, can only be guaranteed where the relevant special resolution is delivered before 3pm. The service is available at any Companies House office.
Same-day applications
Posted, couriered and other sealed same-day change of name applications must be clearly marked on the envelope 'for the attention of New Companies Section' and 'same-day change of name'.
5. Can a change of name and of status be done together?
Yes. You can combine the resolution for change of name and change of status, for example, resolving to change the name from ABC Limited to XYZ PLC. However, if a PLC wishes to change its status, same-day re-registration can only occur if the necessary majority of the company members have agreed to the change. For more information, see chapter 4 of our booklet 'Company Formation'.
You will need to submit all the documentation associated with the change of status at the same time. You will also need to submit two fees: £10 for the change of name and £20 for the change of status (£30 in total), or £160 if you require the same-day premium service.
CHAPTER 3
Sensitive words and expressions
1. What are 'sensitive words and expressions'?
These are words and expressions that, when used in a company name, may imply business pre-eminence, a particular status or a specific function. For this reason, they have been prescribed in regulations as requiring the approval of the Secretary of State. The aim is to ensure that use of the word is justified so that the public is not misled by the name. We act on behalf of the Secretary of State in dealing with applications for approval of such words and expressions.
Approval by the Secretary of State is confined to the use of certain words or expressions in the company name. Approval does not imply approval of a company's aims and objectives.
This chapter gives guidance on the conditions your company will need to fulfil if you wish to use one of the words listed in Appendix A.
2. What types of words and expressions are sensitive?
The following words imply national or international pre-eminence:
British - approval of this word in your company name will depend on how it is used. Normally the Secretary of State would expect the company to be British owned. You would need to show that the company is pre-eminent in its field by providing supporting evidence from an independent source such as a Government department or a trade association.
If the word 'British' is qualified by words that do not describe an activity or product, for example by using a 'made-up' word, then evidence of pre-eminence is not necessarily essential. But you would be expected to show that your company is substantial in relation to its activity or product and that it is eminent in its own field.
England, English, Scotland, Scottish, Wales, Welsh, Ireland or Irish - if you wish to use these words as a prefix to your company name, the rules are similar to those for 'British'. You will usually be given approval to use any of these words as a suffix if you show that the company has its main place of business in the country concerned. If you want to use one of these words because it is a surname, you will usually be given approval if the company name includes forenames or initials.
European - names which include this word will not be approved if they unjustifiably imply a connection with official bodies of the European Union. If there is a genuine connection with an official body, the name may be allowed if the appropriate body supports the application.
Great Britain or United Kingdom - if you wish to use these expressions as a prefix, or to use 'of Great Britain' or 'of the United Kingdom' as a suffix, then the criteria are the same as for 'British'. If the words are used as a suffix to the name, they are normally allowed without difficulty. Using the initials 'GB' or 'UK' in your company name does not require approval.
International - if you wish to use this word as a prefix, you need to show that the major part of the company's activities is in trading overseas. If you wish to use it as a suffix, then approval will usually be given if you can show that the company operates in two or more overseas countries.
National - the criteria for use of this word are the same as for 'British'.
The following words imply business pre-eminence or representative or authoritative status:
association, federation or society - if you wish to use one of these words, your company would normally be limited by guarantee. Each member should have one vote and the constitution should contain a non-profit distribution clause. This provides that any profits should be used to further the objects of the company and not be paid to the members as dividends.
authority, board or council - if you want to use any of these words, you should ask us for advice. If the company is to be registered in Scotland, contact Companies House in Edinburgh.
institute or institution - approval for use of these words is normally given only to those organisations which are carrying out research at the highest level or to professional bodies of the highest standing. You will need to show us that there is a need for the proposed institute and that it has appropriate regulations or examination standards. You will need evidence of support from other representative and independent bodies.
The following words imply specific objects or functions:
assurance, assurer, insurance, insurer, re-assurance, re-assurer, re-insurance or re-insurer - if the name is needed for an underwriting company, we will normally seek further advice. However, if you want to use the name for a company that will only provide insurance services, then you should include the appropriate qualification, for example 'agents', 'consultants' or 'services', in the name.
benevolent, foundation or fund - names that include any of these words will normally be refused if they imply that the company has charitable status. If the company is limited by guarantee and has a non-profit distribution clause in the memorandum of association, then the name will normally be approved.
charter or chartered - names that include these words will be refused if they unjustifiably give the impression that the company has a Royal Charter. If the words are used to qualify a profession, we will seek the advice of the appropriate governing body before considering whether to give approval.
charity - approval for a name including this word normally depends on the company being registered with the Charity Commission. A company's objects should be charitable and the memorandum should contain a non-profit distribution clause.
chemist or chemistry - if you want to use these words, you should ask for advice from Companies House in Cardiff. If the company is to be registered in Scotland, contact Companies House in Edinburgh.
co-operative - any company wanting to use this word should normally be limited by guarantee with each member having one vote, and include a non-profit distribution clause in the memorandum of association. However, a company limited by shares may also be permitted to use 'co-operative' in its name in some circumstances. In either case, we may ask you to provide more detailed information before giving approval.
Friendly Society or Industrial and Provident Society - we will refer names which include these expressions to the Registrar of Friendly Societies for advice. If you want to use them in your company name, you should first ask Companies House in Cardiff. If the company is to be registered in Scotland, contact Companies House in Edinburgh.
group - if use of this word implies several companies under one corporate ownership, then you will need to provide evidence of association with two or more other British or overseas companies. If the name clearly shows that the company is to promote the interests of a group of individuals, then the name will normally be approved.
holding(s) - a company wishing to use this word must be a holding company as defined under section 736 of the Companies Act 1985.
patent or patentee - a name including either word will only be approved if it does not contravene the Copyright, Designs and Patent Act 1988.
post office - we are likely to seek advice on applications that include these words.
register or registered - we treat every application for use of these words on its merits. Generally, we will seek advice from the appropriate governing body if names that include these words are linked with a professional qualification. The name will not be registered if it unjustifiably implies a connection with HM Government or a local authority. If such a connection actually exists, the name may be allowed if the appropriate body supports the application.
Sheffield - if you wish to use a name that includes the word 'Sheffield', we will need to establish details of the company's location and its business activities. We will also consult the Company of Cutlers in Hallamshire.
stock exchange - names including this expression will normally be refused unless there are special circumstances.
trade union - names including this expression will normally be refused unless they conform to legislation relating to trade unions.
trust - the word 'trust' can be used in many different senses. Each application is dealt with on its merits but the main uses of this word are as follows:
charitable trust - these companies need to have charitable objects and a non-profit distribution clause in the memorandum of association. You will be asked for confirmation that you have made, or will make, an application for registration as a charity with the Charity Commission. Scottish companies wishing to use the expression 'charitable trust' will need to apply to the Inland Revenue in Edinburgh as the Charity Commission has no jurisdiction in Scotland.
educational trust or artistic trust - such companies should have a non-profit distribution clause in the memorandum of association and the name should reflect the nature of the trust. The promoters should be of high standing in the field.
enterprise trust - these companies must have a non-profit distribution clause in the memorandum of association and they must be able to provide evidence of support from, for example, local authorities, businesses or banks.
family trust - such companies must be non-profit distributing and the objects must reflect the nature of the trust. Names of family trusts will usually be approved if the name as a whole identifies the company as such.
financial trust or investment trust - if you wish to use these expressions, you will need to provide a written assurance that substantial paid-up share capital or other funds will be achieved within a reasonable period after incorporation.
pensions or staff trust - the names of such companies must include the name of the parent company, and the objects of the company must include the operation of pension funds.
unit trust - if you wish to use this as part of your company name, you should seek the advice of Companies House in Cardiff. If the company is to be registered in Scotland, contact Companies House in Edinburgh.
CHAPTER 4
Exemption from using the word 'limited' in a company name
1. Using 'limited'
Limited companies must normally have the word 'limited' (or its Welsh equivalent 'cyfyngedig') as part of their company name. This may be abbreviated to 'ltd.' (or 'cyf.'). However, under Section 30 of the Companies Act 1985, some company names need not include the word 'limited' if they satisfy certain criteria.
A company which takes advantage of such an exemption will also:
be exempt from the Companies Act 1985 in relation to the publication of its name; and
will not have to send lists of members to the Registrar.
2. What kind of company can be exempt from using 'limited' in its name?
To be exempt, a company must be a private company limited by guarantee; the objects of the company must be the promotion of commerce, art, science, education, religion, charity or any profession; and the memorandum or articles of association must say that:
any profits, or other income, are to be spent in promoting the company's objects;
no dividends are to be paid to members;
if the company is wound up, all the assets are to be transferred to another body which has similar objects, or which promotes a charity.
A company that wishes to be exempt from using 'limited' in its name must satisfy all the above conditions. If you are not sure whether your company qualifies, you should consult a solicitor.
In addition, a company which was a private company limited by shares on 25 February 1982 may also be exempt if it did not include 'limited' in its name because it had a licence under section 19 of the Companies Act 1948 and complies with the requirements set out above.
3. If my company qualifies, how do I claim the exemption?
When your company is being formed, you must make a statutory declaration on Form 30(5)(a) and send it to the Registrar with your incorporation documents. More information about forming companies is available in our booklet, 'Company Formation'.
4. What if a company that already exists wants to claim the exemption?
If the company already exists, you must pass a special resolution to change its name, by omitting 'limited'. You must send the resolution to Companies House with a statutory declaration on Form 30(5)(c). See chapter 2 for information about changing your company name.
Forms 30(5)(a) and 30(5)(c) are available free of charge from Companies House, Cardiff and Edinburgh.
5. How much will it cost?
There is no charge for being given exemption to omit the word 'limited' from your company name. If you are claiming the exemption when the company is being formed, you pay the standard incorporation fee.
If you are claiming the exemption for a company that already exists, you pay the standard change-of-name fee.
Please remember that when you have been granted an exemption, you may not alter the memorandum and articles of association in such a way that they no longer satisfy the conditions for exemption.
CHAPTER 5
Directions to change a company name
1. What is a 'direction'?
A direction to change a company name is a legal instruction for a company to pass a resolution adopting a new name and to register the change at Companies House within a specified time. A direction may be issued, for example, as a result of an objection being lodged by an interested party because one name is 'too like' another. This chapter explains how to make an objection, what is considered when deciding whether one name is too like another and generally when a direction may be issued.
2. Who can direct a company to change its name?
The Secretary of State has statutory powers to direct a company to change its name in certain circumstances.
3. How do I object to a name?
If you wish to object to a name, for example because its similarity to your company name may lead to confusion between companies, then you must write to:
For companies incorporated in
England & Wales:
The Secretary of State for
Trade & Industry
Companies Administration Branch
Companies House
Crown Way
Cardiff CF14 3UZ For companies incorporated in
Scotland:
The Secretary of State for
Trade & Industry
Companies House
37 Castle Terrace
Edinburgh EH1 2EB
4. What does 'too like' mean?
The Secretary of State first looks at the two names. Only if the names appear to be like each other does he consider whether they are 'too like', that is if there is a danger of confusion between companies.
If the names differ by one or more words, this may suggest that they are not 'too like', depending on, for example, the word(s) and the length of the names in question.
If the names differ in only minor respects, this may suggest that the names are "too like", in which case a direction may be issued. Examples could be:
If the difference amounts to only one or two letters, especially when these represent the plural of a word included in an otherwise identical name on the register.
If the names differ by short words, particularly when these words are of a generic nature such as "GB" or "UK" or ".com".
If the names differ by slightly longer words when they have substantial or very distinctive elements in common.
If they differ in the use of symbols.
Note: consideration can only be given to the full corporate names of the companies.
5. What if the name suggests a connection with a company already on the index?
The Secretary of State does not consider any aspect of 'implied association', that is whether the company might be thought to be a member of, or associated with, a particular company or group of companies. Nor does he consider the use of trading or business names, logos, ownership of registered trade or service marks, copyrights, patents etc., or any other proprietary rights existing in names or parts of names.
6. How are objections dealt with?
The Secretary of State's powers are discretionary, each case being considered on its merits. The Secretary of State will normally inform the company whose name he proposed to direct to be changed, so that this company can put forward any evidence it considers appropriate in justification of retaining the existing name. Any relevant information provided to support or rebut the case for confusion between companies, as companies (but not between companies as represented by their trading title, style or activity) will be considered in reaching a decision.
7. When may a direction be issued?
A company may be directed to change its name:
Within 12 months of its date of registration if it is the same as or, in the opinion of the Secretary of State, 'too like' a name appearing (or which should have appeared) on the index at the time of its registration.
Within five years of its date of registration, where the Secretary of State has reason to think that it has provided misleading information for the purposes of registration, or has given undertakings or assurances for that purpose that have not been fulfilled.
At any time if the name gives so misleading an indication of the nature of the company's activities as to be likely to cause harm to the public. This direction must be complied with within six weeks unless an application is made to the Court to set it aside. (Section 32, Companies Act 1985)
8. Can a 'too like' name be rejected before the company is registered?
No. Although proposed company names are rejected if they are the 'same as' an existing company name, there is no power to reject a name on the grounds that it is 'too like' that of another company.
It is in your interest to ensure that the name you choose for your company is sufficiently different from any other name on the register. This will reduce the risk of confusion and the following potential difficulties:
objections to the company name;
confusion with other companies with a poor trading record;
a 'passing off' action in civil law.
CHAPTER 6
How the control of names applies to other company and business types
1. Oversea companies
The same rules that govern the use of names for British-registered companies apply to the names of oversea companies and their branches registered under Part XXIII of the Companies Act 1985. If the name is not acceptable, the company will receive a notice to change it. Information about the registration of oversea companies is available in our booklet, 'Oversea Companies'.
2. Open-ended investment companies, European economic interest groupings and limited partnerships
As with oversea companies, the names of these businesses are kept on the Company Names Index. They are subject to the same rules on the use of names and their names are taken into account when deciding whether one name is the 'same as' another - see chapter 1.
3. Business names
The rules about 'too like' and 'same as' names do not apply. But certain words and expressions used in business names still need the approval of the Secretary of State for Trade and Industry before they can be used.
More information about business names is available in our booklet, 'Business Names'.
4. Could a choice of name be affected by the trade marks index?
The Registrar does not consult the Trade Marks Register when considering an application for a company name. Therefore, the registration of a name does not mean that trade mark rights do not exist. In your own interests, it is sensible to check with the Trade Marks Registry of the Patent Office, on:
Tel: 0645 500505
E-mail: enquiries@patent.gov.uk
Website: www.patent.gov.uk
... or by the Consumer Credit Act?
Registration of your company name does not imply any acceptance of the same name for the purpose of the Consumer Credit Act 1974. If you need a licence under that Act in order to carry on business, then you should consult the licensing branch of:
Office of Fair Trading
3rd Floor
Craven House
40 Uxbridge Road
Ealing
London W5 2BS
Tel: 020 7211 8000
to find out whether your chosen name is acceptable for the purposes of the Act.
CHAPTER 7
Further information
1. Where can I go for help?
For more information about names which need the approval of the Secretary of State, you should write to:
For companies incorporated in
England & Wales: For companies incorporated in
Scotland:
New Companies Section
Companies House
Crown Way
Cardiff CF14 3UZ
DX33050 Cardiff
The Registrar of Companies
Companies House
37 Castle Terrace
Edinburgh EH1 2EB
DX ED235 Edinburgh 1
You can also get advice about the use of particular words and expressions from the relevant bodies whose names and addresses are listed in the Appendices.
2. How do I send information to the Registrar?
You may deliver documents to the Registrar by hand (personally or by courier), including outside office hours, bank holidays and weekends to Cardiff, London and Edinburgh.
You may also send documents by post or by the Hays Document Exchange service (DX). If you send documents, please address them to:
For companies incorporated in
England & Wales: For companies incorporated in
Scotland:
The Registrar of Companies
Companies House
Crown Way
Cardiff CF14 3UZ
DX33050 Cardiff
The Registrar of Companies
Companies House
37 Castle Terrace
Edinburgh EH1 2EB
DX ED235 Edinburgh 1
We will only acknowledge receipt of documents at Companies if you provide a stamped addressed envelope.
Please note: Companies House does not accept accounts or any other statutory documents by fax.
3. Where do I get forms and guidance booklets?
This is one of a series of Companies House booklets which provide a simple guide to the Companies Act.
Statutory forms and guidance booklets are available, free of charge, from Companies House. The quickest way to get them is through this web site or by telephoning 0870 3333636.
If you prefer you can write to our Stationery Sections in Cardiff or Edinburgh.
Forms can also be obtained from legal stationers, accountants, solicitors and company formation agents - addresses in business phone books.
APPENDIX A
You will need the approval of the Secretary of State for Trade and Industry before you use any of the following words or expressions (or their plural or possessive forms) in your chosen company name.
(a) Words which imply national or international pre-eminence:
British Great Britain National Wales
England International Scotland Welsh
English Ireland Scottish
European Irish United Kingdom
(b) Words which imply business pre-eminence or representative or authoritative status:
Association Board Federation Institution
Authority Council Institute Society
(c) Words which imply specific objects or functions:
Assurance Chartered Holding Re-assurer
Assurer Charity Industrial & provident society Register
Benevolent Chemist Registered
Chemistry Insurance Re-insurance
Co-operative Insurer Re-insurer
Foundation Patent Sheffield
Friendly society Patentee Stock exchange
Fund Post office Trade union
Charter Group Reassurance Trust
APPENDIX B
Words or expressions in the following list need the approval of the Secretary of State. If you want to use any of them in your company name you will need to write first to the relevant body to ask if they have any objection to its use. When you apply for approval to use the name you should tell Companies House that you have written to the relevant body and enclose a copy of the reply you have received.
Word or Expression Relevant Body for
companies intending
to have registered
office in England or Wales Relevant Body for
companies intending
to have registered
office in Scotland
Apothecary The Worshipful Society
of Apothecaries of
London
Apothecaries Hall
Blackfriars Lane
London EC4V 6EJ The Royal
Pharmaceutical
Society of Great
Britain
Law Department
1 Lambeth High St
London SE1 7JN
Charity, Charitable Charity Commission
Registration Division
Harmsworth House
13-15 Bouverie Street
London EC4Y 8DP For recognition as a
Scottish charity
Inland Revenue
FICO (Scotland)
Trinity Park House
South Trinity Road
Edinburgh
EH5 3SD
or for companies
not intending
to register as
a charity
Charity Commission
2nd Floor
20 Kings Parade
Queens Dock
Liverpool
L3 4DQ
Contact Lens The Registrar
General Optical Council
41 Harley Street
London W1N 2DJ As for England and
Wales
Dental, Dentistry The Registrar
General Dental Council
37 Wimpole Street
London W1M 8DQ As for England and
Wales
District Nurse
Health Visitor,
Midwife, Midwifery
Nurse, Nursing The Registrar &
Chief Executive
United Kingdom Central
Council for Nursing,
Midwifery and Health Visiting
23 Portland Place
London W1N 3AF As for England and
Wales
Health Centre Office of the Solicitor
Department of Health &
Social Security
48 Carey Street
London WC2A 2LS As for England and
Wales
Health Service Department of Health
Room 2N35A
Quarry House
Quarry Hill
Leeds
LS2 7UE
As for England and
Wales
Police Home Office
Police Dept
Strategy Group
Room 510
50 Queen Anne's Gate
London SW1H 9AT The Scottish Ministers
Police Division
St Andrews House
Regent Road
Edinburgh EH1 3DG
Polytechnic Department of Education
and Science
FHE 1B
Sanctuary Buildings
Great Smith Street
Westminster
London SW1P 3BT As for England and Wales
Pregnancy,
Termination,
Abortion Department of Health
Area 423
Wellington House
133-135 Waterloo Road
London SE1 8UG As for England and
Wales
Royal, Royale,
Royalty, King,
Queen, Prince, Princess,
Windsor, Duke,
His/Her Majesty (If based in England)
Lord Chancellor's Department
Constitutional Policy Division
1st Floor, Southside
105 Victoria Street
London SW1E 6QT
(If based in Wales)
The National Assembly for Wales
Crown Buildings
Cathays Park
Cardiff CF10 3NQ
The Scottish Ministers
Civil Law and Legal Aid Division
Saughton House
Broomhouse Drive
Edinburgh EH11 3XD
Special School Department for Education
and Employment
Schools 2 Branch
Sanctuary Buildings
Great Smith Street
Westminster
London SW1P 3BT As for England and
Wales
University Privy Council Office
2 Carlton Gardens
London SW1Y 5AA As for England and
Wales
APPENDIX C
Certain words or expressions are covered by other legislation and their use in company names might be a criminal offence. These are listed below. If you want to use any of these words or expressions in your company name, then you should contact the relevant regulatory authority or ask us for advice before proceeding. We may seek independent advice from the relevant body.
Word Or Expression Relevant Legislation Relevant Body
Architect Section 20 Architects
Registration Act 1997 Architects Registration
Board
73 Hallam Street
London W1N 6EE
Credit Union Credit Union Act 1979 The Public Records Section
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Veterinary Surgeon
Veterinary, Vet Sections 19/20
Veterinary Surgeons
Act 1966 The Registrar
Royal College of
Veterinary Surgeons
62-64 Horseferry Rd
London SW1P 2AF
Dentist
Dental Surgeon
Dental Practitioner Dental Act 1984 The Registrar
General Dental Council
37 Wimpole Street
London W1M 8DQ
Drug, Druggist
Pharmaceutical
Pharmaceutist
Pharmacist
Pharmacy Section 78
Medicines Act 1968 The Director of
Legal Services
The Royal Pharmaceutical
Society of Great Britain
1 Lambeth High Street
London SE1 7JN
(for Scottish
Registered Companies)
The Pharmaceutical
Society
36 York Place
Edinburgh
EH13HU
Olympiad,
Olympiads,
Olympian,
Olympians,
Olympic,
Olympics,
or translation of these Olympic Symbol etc. (Protection) Act 1995*
*Also protects Olympic symbols of five interlocking rings and motto "Citius Altius Fortius" British Olympic Association
1 Wandsworth Plain
London
SW18 1EH
Optician,
Ophthalmic Optician
Dispensing Optician,
Enrolled Optician
Registered Optician,
Optometrist Opticians Act 1989 The Registrar
General Optical Council
41 Harley Street
London W1N 2DJ
Red Cross
Geneva Cross,
Red Crescent,
Red Lion and Sun Geneva Convention
Act 1957 Seek advice of
Companies House
Anzac Section 1 Anzac Act 1916 Seek advice of
Companies House
Chiropodist, Dietician
Medical Laboratory,
Technician,
Occupational Therapist,
Orthoptist,
Physiotherapist,
Radiographer
Remedial Gymnast Professions
Supplementary to
Medicine Act 1960
if preceded by
Registered, State or
Registered Mrs Joan Arnott
Department of Health
HRD HRB
Rm 2N35A
Quarry House
Quarry Hill
Leeds LS2 7JE
Institute of Laryngology
Institute of Otology
Institute of Urology
Institute of Orthopaedics University College
London Act 1988 Seek advice of
University College
London
Gower Street
London
WC1E 6BT
Patent Office,
Patent Agent Copyright, Designs
and Patents Act
1988 IPPD (Intellectual Property Policy Directorate)
Room 3B38, Concept House
The Patent Office, Cardiff Road,
Newport, NP10 8QQ
Building Society Building Society
Act 1986 Seek advice of
Building Societies Commission
Victoria House
30-40 Kingsway
London WC2B 6ES
Chamber(s) of Business, Chamber(s) of Commerce,
Chamber(s) of Commerce and Industry,
Chamber(s) of Commerce, Training and Enterprise,
Chamber(s) of Enterprise,
Chamber(s) of Industry
Chamber(s) of Trade,
Chamber(s) of Trade and Industry,
Chamber(s) of Training,
Chamber(s) of Training and Enterprise
or the Welsh translations of these words Company and Business Names (Chamber of Commerce etc.) Act 1999 Guidance is available from Companies House
COMPANY AND BUSINESS NAMES (CHAMBER OF COMMERCE, ETC.) ACT 1999
Abaris Trading Ltd. - Creating local and offshore corporations, limited liability companies, trusts, and partnerships, and offering investment and tax planning services.
Amcorp LLC - Providing online business formation and Resident Agent services for corporations and LLCs in Nevada.
Budget Corporate Renewals, Inc. - Incorporate for Nevada LLC, Resident Agent, Privacy, asset and liability protection.
Corporate Armor - Forms corporations and LLCs. Also offers office services, resident agent services, and living trusts.
Corporate Service Center, Inc. - Offering incorporation services, and a free name availability check.
Corporate Services Group - Incorporating Nevada profit and non-profit corporations, LLCs and limited partnerships, and providing full Resident Agent service.
Corporate Services of America - Company formation packages for creation of corporations and LLCs, as well as a headquarter office service.
CorporateNevada.Com - Incorporation in Douglas County. Also offers headquarters office services.
Incorp Services, Inc. - A full service Resident Agent handling all aspects of setting up your corporation or limited liability company.
Incorporate Online - Incorporate your business in all 50 states. Specializing in Nevada and Delaware.
The Nevada Corporation Guy - Consulting and incorporation services, including banking, bookkeeping, and tax services.
Nevada First Holdings, Inc. - Offering incorporation, partnership, LLC, and trust formation services, and preparation of tax filings and contractual agreements.
Nevada LLC Services - Formation services for limited liability companies.
North Shore Corporate Services - Resident agent services, corporate headquarters, incorporation, and statutory filings. Attorney owned and managed.
Owe Less Tax, Incorporated - Complete and accurate information about the benefits of using a properly structured Coproration to reduce tax, limit liability, and protect assets. Not all corporations can do all things.
Val-U-Corp Services - Specializing in incorporating and forming limited liability companies.
Guidance issued by the Secretary of State
Effective from 10 May 2001
Introduction
The Company and Business Names (Chamber of Commerce, Etc.) Act 1999 (the "1999 Act") deals with the approval by the Secretary of State of company or business names that include the expression "chamber of commerce" and/or related expressions. Under sections 2(2) and 3(2) of the 1999 Act, the Secretary of State may publish guidance about factors that he may take into account in deciding whether to grant approval to use such a name. This booklet sets out that guidance.
1. Legal background
Section 29 of the Companies Act 1985 says that company names that include certain words or expressions need the Secretary of State's approval before they can be registered. Sections 2 and 3 of the Business Names Act 1985 impose a similar requirement in relation to the approval of business names to be used in Great Britain.
More information about the use of company and business names is available in the Companies House guidance booklets "Company Names" (GBF2) and "Business Names" (GBF3). The words or expressions in question are specified in the Company and Business Names Regulations 1981 as amended. 1
Section 1 of the 1999 Act requires that the Company and Business Names Regulations must be amended to specify the expression "chamber of commerce" and its Welsh equivalent, "siambr fasnach". This has been done by the Company and Business Names (Amendment) Regulations 2001, which also specify several related expressions and their Welsh equivalents. The full list of specified expressions is given here:
Chamber (or Chambers) of Business (or their Welsh equivalents, Siambr Fusnes; Siambrau Busnes).
Chamber (or Chambers) of Commerce (or their Welsh equivalents, Siambr Fasnach; Siambrau Masnach).
Chamber (or Chambers) of Commerce and Industry (or their Welsh equivalents, Siambr Masnach a Diwydiant; Siambrau Masnach a Diwydiant).
Chamber (or Chambers) of Commerce, Training and Enterprise (or their Welsh equivalents, Siambr Masnach, Hyfforddiant a Menter; Siambrau Masnach, Hyfforddiant a Menter).
Chamber (or Chambers) of Enterprise (or their Welsh equivalents, Siambr Fenter; Siambrau Menter).
Chamber (or Chambers) of Industry (or their Welsh equivalents, Siambr Ddiwydiant; Siambrau Diwydiant).
Chamber (or Chambers) of Trade (or their Welsh equivalents, Siambr Fasnach; Siambrau Masnach).
Chamber (or Chambers) of Trade and Industry (or their Welsh equivalents, Siambr Masnach a Diwydiant; Siambrau Masnach a Diwydiant).
Chamber (or Chambers) of Training (or their Welsh equivalents, Siambr Hyfforddiant; Siambrau Hyfforddiant).
Chamber (or Chambers) of Training and Enterprise (or their Welsh equivalents, Siambr Hyfforddiant a Menter; Siambrau Hyfforddiant a Menter).
2. How to seek approval of a name containing the expression "chamber of...." (or Welsh equivalent)
If you want to use a company or business name that includes any of the listed expressions, you should apply in writing to:
(for English and Welsh companies and businesses): (for Scottish companies and businesses):
New Companies Section
Companies House
Crown Way
Cardiff CF14 3UZ
DX33050 Cardiff The Registrar of Companies
Companies House
37 Castle Terrace
Edinburgh EH1 2EB
DX235 Edinburgh 1
An application to use a listed expression must be accompanied by:
a copy of the body's constitution, existing or proposed;
any evidence to support your application that you wish to provide which relates to the factors listed in paragraph 3 - for example, evidence of support from the relevant business community.
3. What factors does the Secretary of State take into account in considering an application for approval?
The 1999 Act requires the Secretary of State to consult the British Chambers of Commerce or the Scottish Chambers of Commerce, or both, when considering an application to use a name that includes one of the listed expressions. This is only a minimum requirement, so the Secretary of State may consult more widely or take into account unsolicited representations from interested parties.
The Secretary of State will consider every application on its own merits but will always have regard to the following:
The purpose of a Chamber - A Chamber must:
serve and promote the interests of the business community in any place, area or sector indicated by the name;
provide information, advice and assistance to the relevant business community;
undertake, or encourage members to undertake, joint activities and arrangements for mutual support and promotion of the interests of that business community.
The constitution of the Chamber -
if it is a body corporate;
if it is a company limited by guarantee under the Companies Act 1985;
if the body's constitution prevents the payment of dividends to its members and provides that any profits are used to further the objects of the Chamber;
if the body's constitution preserves its representative nature in respect of all its members equally and does not allow it to be controlled by any one member or group of members;
if the body's constitution ensures that each member has only one vote and if there are proper processes for the members to elect the board/committee;
if the constitution provides for representation of businesses in a particular area and, if so, whether that geographical area is included in the name of the company or business and whether the Chamber operates, or proposes to operate, in that area.
Independence - whether the Chamber is independent of Government (national or local) and is independent of any other body that is not a Chamber (for example, whether it is a subsidiary or division of another body).
Its representative nature - whether the Chamber fully represents the business community on whose behalf it is formed and reflects the nature of that community (which could be a very particular community).
Geographical location - If the name of a prospective Chamber includes a geographical descriptor, special considerations will apply depending on whether it aims to:
represent a single geographical area, in which case the Secretary of State will wish to establish that the Chamber will be fully representative of all business in that area; or
promote trade between two separate areas, in which case the Secretary of State will wish to establish that it will do so.
Remember: It is not necessarily the case that only one Chamber will be allowed to exist in any one area or region. What is important is that Chambers fulfil the essential characteristics and purposes laid out above.
4. What to do if you disagree with the Secretary of State's decision
If you are unhappy with a decision not to approve or register the name of a Chamber and wish it to be reconsidered, you should write, setting out your reasons and any new evidence, to:
(for English and Welsh companies and businesses):
The Secretary of State
Companies House
Crown Way
Cardiff
CF14 3UZ
(for Scottish companies and businesses):
The Secretary of State
Companies House
37 Castle Terrace
Edinburgh
EH1 2EB
5. Other useful addresses
British Chambers of Commerce
Manning House
22 Carlisle Place
London
SW1P 1JA
Tel: 020 7565 2000/ 2011
Scottish Chambers of Commerce
12 Broughton Street
Edinburgh
EH1 2RX
Tel: 0131 477 7000
1 S.I. 1981/1685 as amended by S.I.s 1982/1653, 1992/1196,1995/3022 and 2001/259
Abaris Trading Ltd. - Creating local and offshore corporations, limited liability companies, trusts, and partnerships, and offering investment and tax planning services.
Amcorp LLC - Providing online business formation and Resident Agent services for corporations and LLCs in Nevada.
Budget Corporate Renewals, Inc. - Incorporate for Nevada LLC, Resident Agent, Privacy, asset and liability protection.
Corporate Armor - Forms corporations and LLCs. Also offers office services, resident agent services, and living trusts.
Corporate Service Center, Inc. - Offering incorporation services, and a free name availability check.
Corporate Services Group - Incorporating Nevada profit and non-profit corporations, LLCs and limited partnerships, and providing full Resident Agent service.
Corporate Services of America - Company formation packages for creation of corporations and LLCs, as well as a headquarter office service.
CorporateNevada.Com - Incorporation in Douglas County. Also offers headquarters office services.
Incorp Services, Inc. - A full service Resident Agent handling all aspects of setting up your corporation or limited liability company.
Incorporate Online - Incorporate your business in all 50 states. Specializing in Nevada and Delaware.
The Nevada Corporation Guy - Consulting and incorporation services, including banking, bookkeeping, and tax services.
Nevada First Holdings, Inc. - Offering incorporation, partnership, LLC, and trust formation services, and preparation of tax filings and contractual agreements.
Nevada LLC Services - Formation services for limited liability companies.
North Shore Corporate Services - Resident agent services, corporate headquarters, incorporation, and statutory filings. Attorney owned and managed.
Owe Less Tax, Incorporated - Complete and accurate information about the benefits of using a properly structured Coproration to reduce tax, limit liability, and protect assets. Not all corporations can do all things.
Val-U-Corp Services - Specializing in incorporating and forming limited liability companies.
Guidance issued by the Secretary of State
Effective from 10 May 2001
Introduction
The Company and Business Names (Chamber of Commerce, Etc.) Act 1999 (the "1999 Act") deals with the approval by the Secretary of State of company or business names that include the expression "chamber of commerce" and/or related expressions. Under sections 2(2) and 3(2) of the 1999 Act, the Secretary of State may publish guidance about factors that he may take into account in deciding whether to grant approval to use such a name. This booklet sets out that guidance.
1. Legal background
Section 29 of the Companies Act 1985 says that company names that include certain words or expressions need the Secretary of State's approval before they can be registered. Sections 2 and 3 of the Business Names Act 1985 impose a similar requirement in relation to the approval of business names to be used in Great Britain.
More information about the use of company and business names is available in the Companies House guidance booklets "Company Names" (GBF2) and "Business Names" (GBF3). The words or expressions in question are specified in the Company and Business Names Regulations 1981 as amended. 1
Section 1 of the 1999 Act requires that the Company and Business Names Regulations must be amended to specify the expression "chamber of commerce" and its Welsh equivalent, "siambr fasnach". This has been done by the Company and Business Names (Amendment) Regulations 2001, which also specify several related expressions and their Welsh equivalents. The full list of specified expressions is given here:
Chamber (or Chambers) of Business (or their Welsh equivalents, Siambr Fusnes; Siambrau Busnes).
Chamber (or Chambers) of Commerce (or their Welsh equivalents, Siambr Fasnach; Siambrau Masnach).
Chamber (or Chambers) of Commerce and Industry (or their Welsh equivalents, Siambr Masnach a Diwydiant; Siambrau Masnach a Diwydiant).
Chamber (or Chambers) of Commerce, Training and Enterprise (or their Welsh equivalents, Siambr Masnach, Hyfforddiant a Menter; Siambrau Masnach, Hyfforddiant a Menter).
Chamber (or Chambers) of Enterprise (or their Welsh equivalents, Siambr Fenter; Siambrau Menter).
Chamber (or Chambers) of Industry (or their Welsh equivalents, Siambr Ddiwydiant; Siambrau Diwydiant).
Chamber (or Chambers) of Trade (or their Welsh equivalents, Siambr Fasnach; Siambrau Masnach).
Chamber (or Chambers) of Trade and Industry (or their Welsh equivalents, Siambr Masnach a Diwydiant; Siambrau Masnach a Diwydiant).
Chamber (or Chambers) of Training (or their Welsh equivalents, Siambr Hyfforddiant; Siambrau Hyfforddiant).
Chamber (or Chambers) of Training and Enterprise (or their Welsh equivalents, Siambr Hyfforddiant a Menter; Siambrau Hyfforddiant a Menter).
2. How to seek approval of a name containing the expression "chamber of...." (or Welsh equivalent)
If you want to use a company or business name that includes any of the listed expressions, you should apply in writing to:
(for English and Welsh companies and businesses): (for Scottish companies and businesses):
New Companies Section
Companies House
Crown Way
Cardiff CF14 3UZ
DX33050 Cardiff The Registrar of Companies
Companies House
37 Castle Terrace
Edinburgh EH1 2EB
DX235 Edinburgh 1
An application to use a listed expression must be accompanied by:
a copy of the body's constitution, existing or proposed;
any evidence to support your application that you wish to provide which relates to the factors listed in paragraph 3 - for example, evidence of support from the relevant business community.
3. What factors does the Secretary of State take into account in considering an application for approval?
The 1999 Act requires the Secretary of State to consult the British Chambers of Commerce or the Scottish Chambers of Commerce, or both, when considering an application to use a name that includes one of the listed expressions. This is only a minimum requirement, so the Secretary of State may consult more widely or take into account unsolicited representations from interested parties.
The Secretary of State will consider every application on its own merits but will always have regard to the following:
The purpose of a Chamber - A Chamber must:
serve and promote the interests of the business community in any place, area or sector indicated by the name;
provide information, advice and assistance to the relevant business community;
undertake, or encourage members to undertake, joint activities and arrangements for mutual support and promotion of the interests of that business community.
The constitution of the Chamber -
if it is a body corporate;
if it is a company limited by guarantee under the Companies Act 1985;
if the body's constitution prevents the payment of dividends to its members and provides that any profits are used to further the objects of the Chamber;
if the body's constitution preserves its representative nature in respect of all its members equally and does not allow it to be controlled by any one member or group of members;
if the body's constitution ensures that each member has only one vote and if there are proper processes for the members to elect the board/committee;
if the constitution provides for representation of businesses in a particular area and, if so, whether that geographical area is included in the name of the company or business and whether the Chamber operates, or proposes to operate, in that area.
Independence - whether the Chamber is independent of Government (national or local) and is independent of any other body that is not a Chamber (for example, whether it is a subsidiary or division of another body).
Its representative nature - whether the Chamber fully represents the business community on whose behalf it is formed and reflects the nature of that community (which could be a very particular community).
Geographical location - If the name of a prospective Chamber includes a geographical descriptor, special considerations will apply depending on whether it aims to:
represent a single geographical area, in which case the Secretary of State will wish to establish that the Chamber will be fully representative of all business in that area; or
promote trade between two separate areas, in which case the Secretary of State will wish to establish that it will do so.
Remember: It is not necessarily the case that only one Chamber will be allowed to exist in any one area or region. What is important is that Chambers fulfil the essential characteristics and purposes laid out above.
4. What to do if you disagree with the Secretary of State's decision
If you are unhappy with a decision not to approve or register the name of a Chamber and wish it to be reconsidered, you should write, setting out your reasons and any new evidence, to:
(for English and Welsh companies and businesses):
The Secretary of State
Companies House
Crown Way
Cardiff
CF14 3UZ
(for Scottish companies and businesses):
The Secretary of State
Companies House
37 Castle Terrace
Edinburgh
EH1 2EB
5. Other useful addresses
British Chambers of Commerce
Manning House
22 Carlisle Place
London
SW1P 1JA
Tel: 020 7565 2000/ 2011
Scottish Chambers of Commerce
12 Broughton Street
Edinburgh
EH1 2RX
Tel: 0131 477 7000
1 S.I. 1981/1685 as amended by S.I.s 1982/1653, 1992/1196,1995/3022 and 2001/259
Annual Return
Contents
Introduction
1. Completing an annual return
2. Further information
This is a guide only and should be read with the relevant legislation.
Introduction
This booklet tells you about the annual return (Forms 363a or 363s) that a company must deliver every year to Companies House.
An annual return is a snapshot of general information about a company's directors and secretary, registered office address, shareholders and share capital.
If you file the annual return late, or not at all, the company and its director(s) and secretary can be prosecuted.
You will find the relevant law in the Companies Act 1985 (as amended in 1989 and later).
CHAPTER 1
Completing an annual return
1. Which companies must send an annual return to Companies House?
Every company must deliver an annual return to Companies House within 28 days of its made-up date (see question 3). A company's director(s) and secretary are responsible for ensuring that the annual return:
is delivered to Companies House within 28 days after the anniversary of incorporation or the anniversary of the made-up date of the last annual return; and
gives a true picture of the management structure and capital (if applicable) of the company at the made-up date.
Remember: It is a criminal offence not to deliver the company's annual return within 28 days of the made-up date, for which company secretaries and directors may be prosecuted.
2. What is an annual return (Form 363)?
An annual return is a snapshot of certain company information at the made-up date (see question 3). It is separate from a company's annual accounts. An annual return must contain the following information:
the name of the company;
its registered number;
the type of company it is, for example, private or public;
the registered office address of the company;
the address where certain company registers are kept if not at the registered office;
the principal business activities of the company (see Principal Business Activities);
the name and address of the company secretary;
the name, usual residential address, date of birth, nationality and business occupation of all the company's directors;
the date to which the annual return is made-up (the made-up date).
And if the company has share capital, the annual return must also contain:
the nominal value of total issued share capital;
the names and addresses of shareholders and the number and type of shares they hold or transfer from other shareholders.
Note: Share capital requirements are explained in questions 8 to 11 below.
3. What is the made-up date?
This is the date at which all the information in an annual return must be correct. The made-up date is usually the anniversary of:
the incorporation of the company; or
the made-up date of the previous annual return registered at Companies House.
4. When must the annual return be delivered to Companies House?
All annual returns must be delivered to Companies House within 28 days of the made-up date given on the form.
5. Where do I get an annual return?
Companies House will send an annual return to the registered office address of every company about two weeks before the made-up date. This document is pre-printed with company information already held on the public record and most companies use this form to make their annual return. This form is known as the 'shuttle' annual return (Form 363s). Companies may also request a shuttle annual return at any time by telephoning Companies House on:
Cardiff: 0870 3333636
If the company is registered in England or Wales. Edinburgh: 0131 535 5869
If the company is registered in Scotland.
6. Completing the shuttle annual return Form 363s
Follow the instructions on the covering letter and on the form, and use the form to tell us about any changes to:
the company's registered office
the address at which the company's register of members is kept (if applicable);
the address at which the company's register of debenture holders (if any) is kept;
the principal business activities of the company;
the details, for example, change of the usual residential address, of any company secretary or director and if the information has been pre-printed, of any shareholder;
the date a company officer resigned.
However, do not use the shuttle annual return Form 363s to tell us about:
the appointment of a new company officer, for this use Form 288a;
any change in a company's total nominal capital (see question 9);
the allotment of new shares by a company use Form 88(2).
Note: Share capital requirements are explained in questions 8-11 below.
7. Completing the annual return Form 363a
As an alternative to the shuttle annual return, you can use the annual return Form 363a. This form does not include any pre-printed company information. It is normally completed by companies who use secretarial software packages.
All the details you give on Form 363a should confirm the company information already held on the Companies House public record at the made-up date - except shareholder information. The details you should give are stated under question 2 of this guide. You may only change the details by sending one or more of the following statutory form(s) with the document:
change of registered office address. Use Form 287;
appointment of company director or secretary. Use Form 288a;
change of details, for example, the address of a company officer. Use Form 288c;
resignation of company officers. Use Form 288b;
notification or change of address where register of members is kept. Use Form 353;
notification or change of address of location of register of debenture holders. Use Form 190;
allotment of new shares. Use Form 88(2);
change to the company's total share capital. (See question 9.)
Note: Share capital requirements are explained in questions 8-11.
We will not register an annual return Form 363a if it shows information that differs from the public record unless we have been notified of the change on the appropriate statutory form.
8. What information does Companies House require about share capital?
This applies to every company with a share capital. If a company has converted shares into stock, give the corresponding information in relation to that stock, stating the amount of stock instead of the number and nominal value of the shares.
For most companies with share capital, the shuttle annual return (Form 363s) will include pre-printed information about the company's total issued share capital. If the information is not pre-printed or if you use Form 363a, please state for each class of issued share:
the name of the class of each type of share. For example, ordinary or preference shares;
the total number of shares issued to shareholders at the made-up date of the return;
the total nominal value of issued shares of that class at the date of the return.
Note: The total nominal value of the shares is the total nominal or face value of the shares excluding any premium.
9. How do I tell Companies House if the share capital details are incorrect?
If a company has changed its share capital by:
altering its structure; and/or
increasing its total nominal value;
then you must complete and send one or more of the following forms to Companies House with the annual return:
Form 122: Notification of consolidation, division, sub-division, redemption or cancellation of shares, or conversion or re-conversion of stock into shares;
Form 123: Notification of increase in nominal capital; *
Form 128(1): Notification of rights to allotted shares that are not stated in the company's memorandum or articles; *
Form 128(3): Notification of variation of rights to allotted shares that are not stated in the company's memorandum or articles; *
Form 128(4): Notification of assigning a new name to any class of share other than by amendment of the company's memorandum or articles; *
Form 169: Return by company purchasing its own shares.
* A copy of the appropriate company resolution authorising the change is also required.
If you need further information about the circumstances in which you should send these forms (and others) to Companies House, telephone:
Cardiff: 0870 3333636
If the company is registered in England or Wales. Edinburgh: 0131 535 5869
If the company is registered in Scotland.
10. When do I have to list all company members?
Whichever type of annual return form is used, a company with share capital must provide a 'full list' of all its members on:
its first annual return following incorporation;
every third annual return after it has provided a full list.
The intervening two annual returns need only report changes to shareholder information that have taken place during that year - that is,shares transferred and particulars relating to shareholders who have become members or ceased to be members.
A 'full list' annual return must contain the following information about a company's shareholders:
the name and address of every shareholder of the company at the made-up date;
the name and address of every shareholder who has ceased to be a member of the company since the made-up date of the previous annual return (or in the case of a first return, since the incorporation of the company);
the number of shares of each class held by each member of the company at the made-up date of the annual return;
the date of registration and the number of shares of each class transferred by each member or past member since the made-up date of the previous annual return (or in the case of a first return, since the incorporation of the company).
On a shuttle annual return Form 363s, Companies House will pre-print the individual shareholder information where the details are available and if a company has 20 or fewer shareholders. Use the space provided alongside the details of each shareholder to make any necessary amendments to the information.
Remember: A company may issue additional shares provided that Companies House is or has been notified of the allotment of the shares on Form 88(2).
11. Are there other ways of providing individual shareholder details?
By prior arrangement, companies may provide shareholder information to Companies House in a format other than on the form provided, for example, on floppy disk or CD-ROM.
If you wish to supply the list of company's members in a format other than on the schedules provided, please telephone:
Cardiff: 0870 3333636
If the company is registered in England or Wales. Edinburgh: 0131 535 5869
If the company is registered in Scotland.
Tip: Companies with a large number of shareholders may find it more convenient to provide a full list of members with each annual return.
CHAPTER 2
Further information
1. How do I send information to the Registrar?
You may deliver documents to the Registrar by hand (personally or by courier), including outside office hours, bank holidays and weekends to Cardiff, London and Edinburgh.
You may also send documents by post or by the Hays Document Exchange service (DX). If you send documents, please address them to:
For companies incorporated in
England & Wales: For companies incorporated in
Scotland:
The Registrar of Companies
Companies House
Crown Way
Cardiff CF14 3UZ
DX33050 Cardiff
The Registrar of Companies
Companies House
37 Castle Terrace
Edinburgh EH1 2EB
DX ED235 Edinburgh 1
We will only acknowledge receipt of documents at Companies if you provide a stamped addressed envelope.
Please note: Companies House does not accept accounts or any other statutory documents by fax.
2. Where do I get forms and guidance booklets?
This is one of a series of Companies House booklets which provide a simple guide to the Companies Act.
Statutory forms and guidance booklets are available, free of charge, from Companies House. The quickest way to get them is through this web site or by telephoning 0870 3333636.
If you prefer you can write to our Stationery Sections in Cardiff or Edinburgh.
Forms can also be obtained from legal stationers, accountants, solicitors and company formation agents - addresses in business phone books.
Principal Business Activities
This classification is based on the UK Standard Industrial Classification (SIC 03) Codes including sub-class revisions effective from 1 January 2003
Trade Code Group A - Agriculture, Hunting and Forestry
0111 Grow cereals & other crops
0112 Grow vegetables & nursery products
0113 Grow fruit, nuts, beverage & spice crops
0121 Farming of cattle, dairy farming
0122 Farm sheep, goats, horses, etc.
0123 Farming of swine
0124 Farming of poultry
0125 Other farming of animals
0130 Crops combined with animals, mixed farms
0141 Agricultural service activities
0142 Animal husbandry services, not vets
0150 Hunting and game rearing inc. services
0201 Forestry & logging
0202 Forestry & logging related services
Trade Code Group B - Fishing
0501 Fishing
0502 Operation of fish hatcheries & farms
Trade Code Group C - Mining & Quarrying
CA Mining & Quarrying Energy Materials
1010 Mining and agglomeration of hard coal
1020 Mining and agglomeration of lignite
1030 Extraction and agglomeration of peat
1110 Extraction of petroleum & natural gas
1120 Services to oil and gas extraction
1200 Mining of uranium & thorium ores
CB Mine & Quarry, Not Energy Materials
1310 Mining of iron ores
1320 Mining of non-ferrous metal ores
1411 Quarrying of stone for construction
1412 Quarry of limestone, gypsum & chalk
1413 Quarrying of slate
1421 Operation of gravel and sand pits
1422 Mining of clays and kaolin
1430 Mine chemical & fertilizer minerals
1440 Production of salt
1450 Other mining and quarrying
Trade Code Group D - Manufacturing
DA Manufacture of Food; Beverages & Tobacco
1511 Production and preserving of meat
1512 Production & preserve poultry meat
1513 Production meat & poultry products
1520 Process & preserve fish & products
1531 Processing & preserve potatoes
1532 Manufacture of fruit & vegetable juice
1533 Process etc. fruit, vegetables
1541 Manufacture of crude oils and fats
1542 Manufacture of refined oils & fats
1543 Manufacture margarine & similar edible fats
1551 Operation dairies & cheese making
1552 Manufacture of ice cream
1561 Manufacture of grain mill products
1562 Manufacture of starches & starch products
1571 Manufacture of prepared farm animal feeds
1572 Manufacture of prepared pet foods
1581 Manufacture of bread, fresh pastry & cakes
1582 Manufacture biscuits, preserved pastry etc.
1583 Manufacture of sugar
1584 Manufacture cocoa, chocolate, confectionery
1585 Manufacture macaroni & similar farinaceous
1586 Processing of tea and coffee
1587 Manufacture of condiments & seasonings
1588 Manufacture of homogenised & dietetic food
1589 Manufacture of other food products
1591 Manufacture distilled potable alcoholic drinks
1592 Ethyl alcohol fermented materials
1593 Manufacture of wines
1594 Manufacture of cider & other fruit wines
1595 Manufacture other non-distilled fermented drinks
1596 Manufacture of beer
1597 Manufacture of malt
1598 Produce mineral water, soft drinks
1600 Manufacture of tobacco products
DB Manufacture of Textiles & Textile Products
1711 Prepare & spin cotton-type fibres
1712 Prepare & spin woollen-type fibres
1713 Prepare & spin worsted-type fibres
1714 Preparation & spin flax-type fibres
1715 Throw & prepare silk, synthetic etc.
1716 Manufacture of sewing threads
1717 Preparation & spin of other textiles
1721 Cotton-type weaving
1722 Woollen-type weaving
1723 Worsted-type weaving
1724 Silk-type weaving
1725 Other textile weaving
1730 Finishing of textiles
1740 Manufacture made-up textiles, not apparel
1751 Manufacture of carpet & rugs
1752 Manufacture cordage, rope, twine & netting
1753 Manufacture nonwovens & goods, not apparel
1754 Manufacture of other textiles
1760 Manufacture of knitted & crocheted fabrics
1771 Manufacture of knitted & crocheted hosiery
1772 Manufacture knit & crocheted pullovers, etc.
1810 Manufacture of leather clothes
1821 Manufacture of workwear
1822 Manufacture of other outerwear
1823 Manufacture of underwear
1824 Manufacture other wearing apparel etc.
1830 Dress & dye fur; manufacture fur articles
DC Manufacture of Leather & Leather Products
1910 Tanning and dressing of leather
1920 Manufacture of luggage & the like, saddlery
1930 Manufacture of footwear
DD Manufacture of Wood & Wood Products
2010 Sawmill, plane, impregnation wood
2020 Manufacture of veneer sheets, plywood, etc.
2030 Manufacture builders' carpentry & joinery
2040 Manufacture of wooden containers
2051 Manufacture of other products of wood
2052 Manufacture of articles of cork, straw etc.
DE Manufacture Paper; Publishing; Printing
2111 Manufacture of pulp
2112 Manufacture of paper & paperboard
2121 Manufacture of cartons, boxes & cases of corrugated paper & paperboard
2122 Manufacture of household & toilet goods
2123 Manufacture of paper stationery
2124 Manufacture of wallpaper
2125 Manufacture of paper & paperboard goods
2211 Publishing of books
2212 Publishing of newspapers
2213 Publish journals & periodicals
2214 Publishing of sound recordings
2215 Other publishing
2221 Printing of newspapers
2222 Printing not elsewhere classified
2223 Bookbinding and finishing
2224 Pre-press activities
2225 Ancillary operations related to printing
2231 Reproduction of sound recording
2232 Reproduction of video recording
2233 Reproduction of computer media
DF Manufacture Coke, Petroleum Products & Nuclear
2310 Manufacture of coke oven products
2320 Manufacture of refined petroleum products
2330 Processing of nuclear fuel
DG Manufacture Chemicals, Prods & Man-Made
2411 Manufacture of industrial gases
2412 Manufacture of dyes and pigments
2413 Manufacture other inorganic basic chemicals
2414 Manufacture other organic basic chemicals
2415 Manufacture fertilizers, nitrogen compounds
2416 Manufacture of plastics in primary forms
2417 Manufacture synthetic rubber primary forms
2420 Manufacture of pesticides & agro-chemicals
2430 Manufacture of paints, print ink & mastics etc.
2441 Manufacture of basic pharmaceutical prods
2442 Manufacture of pharmaceutical preparations
2451 Manufacture soap & detergents, polishes etc.
2452 Manufacture perfumes & toilet preparations
2461 Manufacture of explosives
2462 Manufacture of glues and gelatines
2463 Manufacture of essential oils
2464 Manufacture photograph chemical material
2465 Manufacture of prepared unrecorded media
2466 Manufacture of other chemical products
2470 Manufacture of man-made fibres
DH Manufacture of Rubber & Plastic Products
2511 Manufacture of rubber tyres & tubes
2512 Retread & rebuild rubber tyres
2513 Manufacture of other rubber products
2521 Manufacture of plastic plates, sheets, etc.
2522 Manufacture of plastic packing goods
2523 Manufacture of builders' ware of plastic
2524 Manufacture of other plastic products
DI Manufacture Other Non-Metal Mineral Products
2611 Manufacture of flat glass
2612 Shaping & process of flat glass
2613 Manufacture of hollow glass
2614 Manufacture of glass fibres
2615 Manufacture other glass inc. technical
2621 Manufacture of ceramic household etc. goods
2622 Manufacture of ceramic sanitary fixtures
2623 Manufacture of ceramic insulators etc.
2624 Manufacture other technical ceramic goods
2625 Manufacture of other ceramic products
2626 Manufacture of refractory ceramic products
2630 Manufacture of ceramic tiles & flags
2640 Manufacture of bricks, etc. in baked clay
2651 Manufacture of cement
2652 Manufacture of lime
2653 Manufacture of plaster
2661 Manufacture concrete goods for construction
2662 Manufacture plaster goods for construction
2663 Manufacture of ready-mixed concrete
2664 Manufacture of mortars
2665 Manufacture of fibre cement
2666 Manufacture other articles of concrete, etc.
2670 Cutting, shaping & finish stone
2681 Production of abrasive products
2682 Manufacture other non-metal mineral
DJ Basic Metals & Fabricated Products
2710 Manufacture of basic iron & steel & of Ferro-alloys
2721 Manufacture of cast iron tubes
2722 Manufacture of steel tubes
2731 Cold drawing
2732 Cold rolling of narrow strips
2733 Cold forming or folding
2734 Wire drawing
2741 Precious metals production
2742 Aluminium production
2743 Lead, zinc and tin production
2744 Copper production
2745 Other non-ferrous metal production
2751 Casting of iron
2752 Casting of steel
2753 Casting of light metals
2754 Casting of other non-ferrous metals
Manufacture Fabricated Metal, Not Machines
2811 Manufacture metal structures & parts
2812 Manufacture builders' carpentry of metal
2821 Manufacture tanks, etc. & metal containers
2822 Manufacture central heating rads & boilers
2830 Manufacture steam generators, not boilers
2840 Forge press stamp & roll form metal
2851 Treatment and coat metals
2852 General mechanical engineering
2861 Manufacture of cutlery
2862 Manufacture of tools
2863 Manufacture of locks and hinges
2871 Manufacture steel drums, similar containers
2872 Manufacture of light metal packaging
2873 Manufacture of wire products
2874 Manufacture fasteners, screw, chains etc.
2875 Manufacture other fabricated metal products
DK Manufacture of Machinery & Equipment
2911 Manufacture engines, not aircraft, etc.
2912 Manufacture of pumps & compressors
2913 Manufacture of taps and valves
2914 Manufacture bearings, gears, gear etc.
2921 Manufacture of furnaces & furnace burners
2922 Manufacture of lift & handling equipment
2923 Manufacture non-domestic ventilation
2924 Manufacture of other general machinery
2931 Manufacture of agricultural tractors
2932 Manufacture other agric. & forestry machines
2941 Manufacture of portable hand held power tools
2942 Manufacture of metalworking tools
2943 Manufacture of other machine tools not elsewhere classified
2951 Manufacture of machinery for metallurgy
2952 Manufacture machines for mining, quarry etc.
2953 Manufacture for food, beverage & tobacco
2954 Manufacture for textile, apparel & leather
2955 Manufacture machinery for paper & board
2956 Manufacture other special purpose machine
2960 Manufacture of weapons & ammunition
2971 Manufacture of electric domestic appliances
2972 Manufacture non-electric domestic appliances
DL Manufacture Electrical & Optical Equipment
Manufacture of Office Machinery & Computers
3001 Manufacture of office machinery
3002 Manufacture computers & process equipment
Manufacture of Electrical Machinery etc.
3110 Manufacture electric motors, generators etc.
3120 Manufacture electricity distribution etc.
3130 Manufacture of insulated wire & cable
3140 Manufacture of accumulators, batteries etc.
3150 Manufacture lighting equipment & lamps
3161 Manufacture electric equipment, engines etc.
3162 Manufacture other electrical equipment
Manufacture of Radio, TV & Equipment
3210 Manufacture of electronic components
3220 Manufacture TV transmitters, telephony etc.
3230 Manufacture TV & radio, sound or video etc.
Manufacture Medical & Precision Instruments
3310 Manufacture medical, orthopaedic etc. equipment
3320 Manufacture instruments for measuring etc.
3330 Manufacture indust process control equipment
3340 Manufacture optical, photographic etc. equipment
3350 Manufacture of watches and clocks
DM Manufacture of Transport Equipment
3410 Manufacture of motor vehicles
3420 Manufacture motor vehicle bodies etc.
3430 Manufacture motor vehicle & engine parts
Manufacture of Other Transport Equipment
3511 Building and repairing of ships
3512 Build & repair pleasure & sport boats
3520 Manufacture of railway locomotives & stock
3530 Manufacture of aircraft & spacecraft
3541 Manufacture of motorcycles
3542 Manufacture of bicycles
3543 Manufacture of invalid carriages
3550 Manufacture other transport equipment
DN Manufacturing nec
3611 Manufacture of chairs and seats
3612 Manufacture other office & shop furniture
3613 Manufacture of other kitchen furniture
3614 Manufacture of other furniture
3615 Manufacture of mattresses
3621 Striking of coins and medals
3622 Manufacture of jewellery & related
3630 Manufacture of musical instruments
3640 Manufacture of sports goods
3650 Manufacture of games and toys
3661 Manufacture of imitation jewellery
3662 Manufacture of brooms and brushes
3663 Other manufacturing
Recycling
3710 Recycling of metal waste and scrap
3720 Recycling non-metal waste & scrap
Trade Code Group E - Electricity, Gas and Water Supply
4011 Production of electricity
4012 Transmission of electricity
4013 Distribution & trade in electricity
4021 Manufacture of gas
4022 Distribution & trade of gaseous fuels through mains
4030 Steam and hot water supply
4100 Collection, purify etc. of water
Trade Code Group F - Construction
4511 Demolition buildings; earth moving
4512 Test drilling and boring
4521 General construction & civil engineering
4522 Erection of roof covering & frames
4523 Construction roads, airfields etc.
4524 Construction of water projects
4525 Other special trades construction
4531 Installation electrical wiring etc.
4532 Insulation work activities
4533 Plumbing
4534 Other building installation
4541 Plastering
4542 Joinery Installations
4543 Floor and wall covering
4544 Painting and glazing
4545 Other building completion
4550 Rent construction equipment with operator
Trade Code Group G - Wholesale, Retail; Certain Repair
5010 Sale of motor vehicles
5020 Maintenance & repair of motors
5030 Sale of motor vehicle parts etc.
5040 Sale, repair etc. m'cycles & parts
5050 Retail sale of automotive fuel
Wholesale, Commission, Not Motors
5111 Agents agricultural & textile raw materials
5112 Agents in sale of fuels, ores, etc.
5113 Agents in building materials
5114 Agents in industrial equipment, etc.
Wholesale, Retail; Certain Repair (cont.)
5115 Agents in household goods, etc.
5116 Agents in textiles, footwear etc.
5117 Agents in food, drink & tobacco
5118 Agents in particular products
5119 Agents in sale of variety of goods
5121 Wholesale of grain, animal feeds
5122 Wholesale of flowers and plants
5123 Wholesale of live animals
5124 Wholesale hides, skins and leather
5125 Wholesale of unmanufactured tobacco
5131 Wholesale of fruit and vegetables
5132 Wholesale of meat and meat products
5133 Wholesale of dairy products
5134 Wholesale of alcohol and other drinks
5135 Wholesale of tobacco products
5136 Wholesale sugar, chocolate etc.
5137 Wholesale coffee, tea, cocoa etc.
5138 Wholesale other food inc fish, etc.
5139 Non-specialised wholesale food, etc.
5141 Wholesale of textiles
5142 Wholesale of clothing and footwear
5143 Wholesale electric household goods
5144 Wholesale of china, wallpaper etc.
5145 Wholesale of perfume and cosmetics
5146 Wholesale of pharmaceutical goods
5147 Wholesale of other household goods
5151 Wholesale fuels & related products
5152 Wholesale of metals and metal ores
5153 Wholesale wood, construction etc.
5154 Wholesale hardware, plumbing etc.
5155 Wholesale of chemical products
5156 Wholesale other intermediate goods
5157 Wholesale of waste and scrap
5181 Wholesale of machine tools
5182 Wholesale of mining, construction & civil engineering machinery
5183 Wholesale of machinery for the textile industry, & of sewing & knitting machines
5184 Wholesale of computers, computer peripheral equipment & software
5185 Wholesale of other office machinery & equipment
5186 Wholesale of other electronic parts & equipment
5187 Wholesale of other machinery for use in industry, trade & navigation
5188 Wholesale of agricultural machinery & accessories & implements, including tractors
5190 Other wholesale
Retail Trade, Not Motors; Repairs
5211 Retail in non-specialised stores holding an alcohol licence, with food, beverages or tobacco predominating, not elsewhere classified
5212 Other retail non-specialised stores
5221 Retail of fruit and vegetables
5222 Retail of meat and meat products
5223 Retail of fish, crustaceans etc.
5224 Retail bread, cakes, confectionery
5225 Retail alcoholic & other beverages
5226 Retail sale of tobacco products
5227 Other retail food etc. specialised
5231 Dispensing chemists
5232 Retail medical & orthopaedic goods
5233 Retail cosmetic & toilet articles
5241 Retail sale of textiles
5242 Retail sale of clothing
5243 Retail of footwear & leather goods
5244 Retail furniture household etc.
5245 Retail electric h'hold, etc. goods
5246 Retail hardware, paints & glass
5247 Retail books, newspapers etc.
5248 Other retail specialised stores
5250 Retail other secondhand goods
5261 Retail sale via mail order houses
5262 Retail sale via stalls and markets
5263 Other non-store retail sale
5271 Repair boots, shoes, leather goods
5272 Repair electrical household goods
5273 Repair of clocks & jewellery
5274 Repair not elsewhere classified
Trade Code Group H - Hotels and Restaurants
5510 Hotels & Motels with or without restaurant
5521 Youth hostels and mountain refuges
5522 Camp sites, including caravan sites
5523 Other provision of lodgings
5530 Restaurants
5540 Bars
5551 Canteens
5552 Catering
Trade Code Group I - Transport, Storage & Communication
6010 Transport via railways
6021 Other sched passenger land transport
6022 Taxi operation
6023 Other passenger land transport
6024 Freight transport by road
6030 Transport via pipelines
Water Transport
6110 Sea and coastal water transport
6120 Inland water transport
Air Transport
6210 Scheduled air transport
6220 Non-scheduled air transport
6230 Space transport
Support Transport; Travel Agencies
6311 Cargo handling
6312 Storage & warehousing
6321 Other supporting land transport
6322 Other supporting water transport
6323 Other supporting air transport
6330 Travel agencies etc; tourist
6340 Other transport agencies
Post and Telecommunications
6411 National post activities
6412 Courier other than national post
6420 Telecommunications
Trade Code Group J - Financial Intermediation
6511 Central banking
6512 Other monetary intermediation
6521 Financial leasing
6522 Other credit granting
6523 Other financial intermediation
Insurance, Pension not comp soc sec
6601 Life insurance/reinsurance
6602 Pension funding
6603 Non-life insurance/reinsurance
Activities Aux to Financial Interm
6711 Administration of financial markets
6712 Security broking & fund management
6713 Auxiliary financial intermed
6720 Auxiliary insurance & pension fund
Trade Code Group K - Real Estate, Renting & Business
7011 Development & sell real estate
7012 Buying & sell own real estate
7020 Letting of own property
7031 Real estate agencies
7032 Manage real estate, fee or contract
Renting Equipment Without Operator
7110 Renting of automobiles
7121 Rent other land transport equipment
7122 Rent water transport equipment
7123 Renting of air transport equipment
7131 Rent agricultural machinery & equipment
7132 Rent civil engineering machinery
7133 Rent office machinery inc. computers
7134 Rent other machinery & equipment
7140 Rent personal & household goods
Computer and Related Activities
7210 Hardware consultancy
7221 Software publishing
7222 Other software consultancy and supply
7230 Data processing
7240 Data base activities
7250 Maintenance office & computing machinery
7260 Other computer related activities
Research and Development
7310 R & D on nat sciences & engineering
7320 R & D on soc sciences & humanities
Other Business Activities
7411 Legal activities
7412 Accounting, auditing; tax consult
7413 Market research, opinion polling
7414 Business & management consultancy
7415 Holding Companies including Head Offices
7420 Architectural, technical consult
7430 Technical testing and analysis
7440 Advertising
7450 Labour recruitment
7460 Investigation & security
7470 Other cleaning services
7481 Portrait photographic activities, other specialist photography, film processing
7482 Packaging activities
7485 Secretarial & translation activities
7486 Call centre activities
7487 Other business activities
7499 Non-trading company
Trade Code Group L - Public Administration & Defence
7511 General (overall) public service
7512 Regulation health, education, etc.
7513 Regulation more efficient business
7514 Support services for government
7521 Foreign affairs
7522 Defence activities
7523 Justice and judicial activities
7524 Public security, law & order
7525 Fire service activities
7530 Compulsory social security
Trade Code Group M - Education
8010 Primary education
8021 General secondary education
8022 Technical & vocational secondary
8030 Higher education
8041 Driving school activities
8042 Adult and other education
Trade Code Group N - Health and Social Work
8511 Hospital activities
8512 Medical practice activities
8513 Dental practice activities
8514 Other human health activities
8520 Veterinary activities
8531 Social work with accommodation
8532 Social work without accommodation
Trade Code Group O - Other Social & Personal Services
9001 Collection & treatment of sewage
9002 Collection & treatment of other waste
9003 Sanitation, remediation & similar activities
Membership Organisations
9111 Business & employers organisations
9112 Professional organisations
9120 Trade unions
9131 Religious organisations
9132 Political organisations
9133 Other membership organisations
Recreational, Cultural & Sporting
9211 Motion picture and video production
9212 Motion picture & video distribution
9213 Motion picture projection
9220 Radio and television activities
9231 Artistic & literary creation
9232 Operation of arts facilities
9233 Fair and amusement park activities
9234 Other entertainment activities
9240 News agency activities
9251 Library and archives activities
9252 Museum & preservation of history
9253 Botanical, zoos & nature reserves
9261 Operate sports arenas & stadiums
9262 Other sporting activities
9271 Gambling and betting activities
9272 Other recreational activities nec
Other Service Activities
9301 Wash & dry clean textile & fur
9302 Hairdressing & other beauty treatment
9303 Funeral and related activities
9304 Physical well-being activities
9305 Other service activities
Trade Code Group P - Private Households with Employees
9500 Private households with employees
Miscellaneous
9600 Undifferentiated goods producing activities of private households for own use
9700 Undifferentiated services producing activities of private households for own use
9800 Residents property management
Trade Code Group Q - Extra-Territorial Organisations
9900 Extra-territorial organisations
Contents
Introduction
1. Completing an annual return
2. Further information
This is a guide only and should be read with the relevant legislation.
Introduction
This booklet tells you about the annual return (Forms 363a or 363s) that a company must deliver every year to Companies House.
An annual return is a snapshot of general information about a company's directors and secretary, registered office address, shareholders and share capital.
If you file the annual return late, or not at all, the company and its director(s) and secretary can be prosecuted.
You will find the relevant law in the Companies Act 1985 (as amended in 1989 and later).
CHAPTER 1
Completing an annual return
1. Which companies must send an annual return to Companies House?
Every company must deliver an annual return to Companies House within 28 days of its made-up date (see question 3). A company's director(s) and secretary are responsible for ensuring that the annual return:
is delivered to Companies House within 28 days after the anniversary of incorporation or the anniversary of the made-up date of the last annual return; and
gives a true picture of the management structure and capital (if applicable) of the company at the made-up date.
Remember: It is a criminal offence not to deliver the company's annual return within 28 days of the made-up date, for which company secretaries and directors may be prosecuted.
2. What is an annual return (Form 363)?
An annual return is a snapshot of certain company information at the made-up date (see question 3). It is separate from a company's annual accounts. An annual return must contain the following information:
the name of the company;
its registered number;
the type of company it is, for example, private or public;
the registered office address of the company;
the address where certain company registers are kept if not at the registered office;
the principal business activities of the company (see Principal Business Activities);
the name and address of the company secretary;
the name, usual residential address, date of birth, nationality and business occupation of all the company's directors;
the date to which the annual return is made-up (the made-up date).
And if the company has share capital, the annual return must also contain:
the nominal value of total issued share capital;
the names and addresses of shareholders and the number and type of shares they hold or transfer from other shareholders.
Note: Share capital requirements are explained in questions 8 to 11 below.
3. What is the made-up date?
This is the date at which all the information in an annual return must be correct. The made-up date is usually the anniversary of:
the incorporation of the company; or
the made-up date of the previous annual return registered at Companies House.
4. When must the annual return be delivered to Companies House?
All annual returns must be delivered to Companies House within 28 days of the made-up date given on the form.
5. Where do I get an annual return?
Companies House will send an annual return to the registered office address of every company about two weeks before the made-up date. This document is pre-printed with company information already held on the public record and most companies use this form to make their annual return. This form is known as the 'shuttle' annual return (Form 363s). Companies may also request a shuttle annual return at any time by telephoning Companies House on:
Cardiff: 0870 3333636
If the company is registered in England or Wales. Edinburgh: 0131 535 5869
If the company is registered in Scotland.
6. Completing the shuttle annual return Form 363s
Follow the instructions on the covering letter and on the form, and use the form to tell us about any changes to:
the company's registered office
the address at which the company's register of members is kept (if applicable);
the address at which the company's register of debenture holders (if any) is kept;
the principal business activities of the company;
the details, for example, change of the usual residential address, of any company secretary or director and if the information has been pre-printed, of any shareholder;
the date a company officer resigned.
However, do not use the shuttle annual return Form 363s to tell us about:
the appointment of a new company officer, for this use Form 288a;
any change in a company's total nominal capital (see question 9);
the allotment of new shares by a company use Form 88(2).
Note: Share capital requirements are explained in questions 8-11 below.
7. Completing the annual return Form 363a
As an alternative to the shuttle annual return, you can use the annual return Form 363a. This form does not include any pre-printed company information. It is normally completed by companies who use secretarial software packages.
All the details you give on Form 363a should confirm the company information already held on the Companies House public record at the made-up date - except shareholder information. The details you should give are stated under question 2 of this guide. You may only change the details by sending one or more of the following statutory form(s) with the document:
change of registered office address. Use Form 287;
appointment of company director or secretary. Use Form 288a;
change of details, for example, the address of a company officer. Use Form 288c;
resignation of company officers. Use Form 288b;
notification or change of address where register of members is kept. Use Form 353;
notification or change of address of location of register of debenture holders. Use Form 190;
allotment of new shares. Use Form 88(2);
change to the company's total share capital. (See question 9.)
Note: Share capital requirements are explained in questions 8-11.
We will not register an annual return Form 363a if it shows information that differs from the public record unless we have been notified of the change on the appropriate statutory form.
8. What information does Companies House require about share capital?
This applies to every company with a share capital. If a company has converted shares into stock, give the corresponding information in relation to that stock, stating the amount of stock instead of the number and nominal value of the shares.
For most companies with share capital, the shuttle annual return (Form 363s) will include pre-printed information about the company's total issued share capital. If the information is not pre-printed or if you use Form 363a, please state for each class of issued share:
the name of the class of each type of share. For example, ordinary or preference shares;
the total number of shares issued to shareholders at the made-up date of the return;
the total nominal value of issued shares of that class at the date of the return.
Note: The total nominal value of the shares is the total nominal or face value of the shares excluding any premium.
9. How do I tell Companies House if the share capital details are incorrect?
If a company has changed its share capital by:
altering its structure; and/or
increasing its total nominal value;
then you must complete and send one or more of the following forms to Companies House with the annual return:
Form 122: Notification of consolidation, division, sub-division, redemption or cancellation of shares, or conversion or re-conversion of stock into shares;
Form 123: Notification of increase in nominal capital; *
Form 128(1): Notification of rights to allotted shares that are not stated in the company's memorandum or articles; *
Form 128(3): Notification of variation of rights to allotted shares that are not stated in the company's memorandum or articles; *
Form 128(4): Notification of assigning a new name to any class of share other than by amendment of the company's memorandum or articles; *
Form 169: Return by company purchasing its own shares.
* A copy of the appropriate company resolution authorising the change is also required.
If you need further information about the circumstances in which you should send these forms (and others) to Companies House, telephone:
Cardiff: 0870 3333636
If the company is registered in England or Wales. Edinburgh: 0131 535 5869
If the company is registered in Scotland.
10. When do I have to list all company members?
Whichever type of annual return form is used, a company with share capital must provide a 'full list' of all its members on:
its first annual return following incorporation;
every third annual return after it has provided a full list.
The intervening two annual returns need only report changes to shareholder information that have taken place during that year - that is,shares transferred and particulars relating to shareholders who have become members or ceased to be members.
A 'full list' annual return must contain the following information about a company's shareholders:
the name and address of every shareholder of the company at the made-up date;
the name and address of every shareholder who has ceased to be a member of the company since the made-up date of the previous annual return (or in the case of a first return, since the incorporation of the company);
the number of shares of each class held by each member of the company at the made-up date of the annual return;
the date of registration and the number of shares of each class transferred by each member or past member since the made-up date of the previous annual return (or in the case of a first return, since the incorporation of the company).
On a shuttle annual return Form 363s, Companies House will pre-print the individual shareholder information where the details are available and if a company has 20 or fewer shareholders. Use the space provided alongside the details of each shareholder to make any necessary amendments to the information.
Remember: A company may issue additional shares provided that Companies House is or has been notified of the allotment of the shares on Form 88(2).
11. Are there other ways of providing individual shareholder details?
By prior arrangement, companies may provide shareholder information to Companies House in a format other than on the form provided, for example, on floppy disk or CD-ROM.
If you wish to supply the list of company's members in a format other than on the schedules provided, please telephone:
Cardiff: 0870 3333636
If the company is registered in England or Wales. Edinburgh: 0131 535 5869
If the company is registered in Scotland.
Tip: Companies with a large number of shareholders may find it more convenient to provide a full list of members with each annual return.
CHAPTER 2
Further information
1. How do I send information to the Registrar?
You may deliver documents to the Registrar by hand (personally or by courier), including outside office hours, bank holidays and weekends to Cardiff, London and Edinburgh.
You may also send documents by post or by the Hays Document Exchange service (DX). If you send documents, please address them to:
For companies incorporated in
England & Wales: For companies incorporated in
Scotland:
The Registrar of Companies
Companies House
Crown Way
Cardiff CF14 3UZ
DX33050 Cardiff
The Registrar of Companies
Companies House
37 Castle Terrace
Edinburgh EH1 2EB
DX ED235 Edinburgh 1
We will only acknowledge receipt of documents at Companies if you provide a stamped addressed envelope.
Please note: Companies House does not accept accounts or any other statutory documents by fax.
2. Where do I get forms and guidance booklets?
This is one of a series of Companies House booklets which provide a simple guide to the Companies Act.
Statutory forms and guidance booklets are available, free of charge, from Companies House. The quickest way to get them is through this web site or by telephoning 0870 3333636.
If you prefer you can write to our Stationery Sections in Cardiff or Edinburgh.
Forms can also be obtained from legal stationers, accountants, solicitors and company formation agents - addresses in business phone books.
Principal Business Activities
This classification is based on the UK Standard Industrial Classification (SIC 03) Codes including sub-class revisions effective from 1 January 2003
Trade Code Group A - Agriculture, Hunting and Forestry
0111 Grow cereals & other crops
0112 Grow vegetables & nursery products
0113 Grow fruit, nuts, beverage & spice crops
0121 Farming of cattle, dairy farming
0122 Farm sheep, goats, horses, etc.
0123 Farming of swine
0124 Farming of poultry
0125 Other farming of animals
0130 Crops combined with animals, mixed farms
0141 Agricultural service activities
0142 Animal husbandry services, not vets
0150 Hunting and game rearing inc. services
0201 Forestry & logging
0202 Forestry & logging related services
Trade Code Group B - Fishing
0501 Fishing
0502 Operation of fish hatcheries & farms
Trade Code Group C - Mining & Quarrying
CA Mining & Quarrying Energy Materials
1010 Mining and agglomeration of hard coal
1020 Mining and agglomeration of lignite
1030 Extraction and agglomeration of peat
1110 Extraction of petroleum & natural gas
1120 Services to oil and gas extraction
1200 Mining of uranium & thorium ores
CB Mine & Quarry, Not Energy Materials
1310 Mining of iron ores
1320 Mining of non-ferrous metal ores
1411 Quarrying of stone for construction
1412 Quarry of limestone, gypsum & chalk
1413 Quarrying of slate
1421 Operation of gravel and sand pits
1422 Mining of clays and kaolin
1430 Mine chemical & fertilizer minerals
1440 Production of salt
1450 Other mining and quarrying
Trade Code Group D - Manufacturing
DA Manufacture of Food; Beverages & Tobacco
1511 Production and preserving of meat
1512 Production & preserve poultry meat
1513 Production meat & poultry products
1520 Process & preserve fish & products
1531 Processing & preserve potatoes
1532 Manufacture of fruit & vegetable juice
1533 Process etc. fruit, vegetables
1541 Manufacture of crude oils and fats
1542 Manufacture of refined oils & fats
1543 Manufacture margarine & similar edible fats
1551 Operation dairies & cheese making
1552 Manufacture of ice cream
1561 Manufacture of grain mill products
1562 Manufacture of starches & starch products
1571 Manufacture of prepared farm animal feeds
1572 Manufacture of prepared pet foods
1581 Manufacture of bread, fresh pastry & cakes
1582 Manufacture biscuits, preserved pastry etc.
1583 Manufacture of sugar
1584 Manufacture cocoa, chocolate, confectionery
1585 Manufacture macaroni & similar farinaceous
1586 Processing of tea and coffee
1587 Manufacture of condiments & seasonings
1588 Manufacture of homogenised & dietetic food
1589 Manufacture of other food products
1591 Manufacture distilled potable alcoholic drinks
1592 Ethyl alcohol fermented materials
1593 Manufacture of wines
1594 Manufacture of cider & other fruit wines
1595 Manufacture other non-distilled fermented drinks
1596 Manufacture of beer
1597 Manufacture of malt
1598 Produce mineral water, soft drinks
1600 Manufacture of tobacco products
DB Manufacture of Textiles & Textile Products
1711 Prepare & spin cotton-type fibres
1712 Prepare & spin woollen-type fibres
1713 Prepare & spin worsted-type fibres
1714 Preparation & spin flax-type fibres
1715 Throw & prepare silk, synthetic etc.
1716 Manufacture of sewing threads
1717 Preparation & spin of other textiles
1721 Cotton-type weaving
1722 Woollen-type weaving
1723 Worsted-type weaving
1724 Silk-type weaving
1725 Other textile weaving
1730 Finishing of textiles
1740 Manufacture made-up textiles, not apparel
1751 Manufacture of carpet & rugs
1752 Manufacture cordage, rope, twine & netting
1753 Manufacture nonwovens & goods, not apparel
1754 Manufacture of other textiles
1760 Manufacture of knitted & crocheted fabrics
1771 Manufacture of knitted & crocheted hosiery
1772 Manufacture knit & crocheted pullovers, etc.
1810 Manufacture of leather clothes
1821 Manufacture of workwear
1822 Manufacture of other outerwear
1823 Manufacture of underwear
1824 Manufacture other wearing apparel etc.
1830 Dress & dye fur; manufacture fur articles
DC Manufacture of Leather & Leather Products
1910 Tanning and dressing of leather
1920 Manufacture of luggage & the like, saddlery
1930 Manufacture of footwear
DD Manufacture of Wood & Wood Products
2010 Sawmill, plane, impregnation wood
2020 Manufacture of veneer sheets, plywood, etc.
2030 Manufacture builders' carpentry & joinery
2040 Manufacture of wooden containers
2051 Manufacture of other products of wood
2052 Manufacture of articles of cork, straw etc.
DE Manufacture Paper; Publishing; Printing
2111 Manufacture of pulp
2112 Manufacture of paper & paperboard
2121 Manufacture of cartons, boxes & cases of corrugated paper & paperboard
2122 Manufacture of household & toilet goods
2123 Manufacture of paper stationery
2124 Manufacture of wallpaper
2125 Manufacture of paper & paperboard goods
2211 Publishing of books
2212 Publishing of newspapers
2213 Publish journals & periodicals
2214 Publishing of sound recordings
2215 Other publishing
2221 Printing of newspapers
2222 Printing not elsewhere classified
2223 Bookbinding and finishing
2224 Pre-press activities
2225 Ancillary operations related to printing
2231 Reproduction of sound recording
2232 Reproduction of video recording
2233 Reproduction of computer media
DF Manufacture Coke, Petroleum Products & Nuclear
2310 Manufacture of coke oven products
2320 Manufacture of refined petroleum products
2330 Processing of nuclear fuel
DG Manufacture Chemicals, Prods & Man-Made
2411 Manufacture of industrial gases
2412 Manufacture of dyes and pigments
2413 Manufacture other inorganic basic chemicals
2414 Manufacture other organic basic chemicals
2415 Manufacture fertilizers, nitrogen compounds
2416 Manufacture of plastics in primary forms
2417 Manufacture synthetic rubber primary forms
2420 Manufacture of pesticides & agro-chemicals
2430 Manufacture of paints, print ink & mastics etc.
2441 Manufacture of basic pharmaceutical prods
2442 Manufacture of pharmaceutical preparations
2451 Manufacture soap & detergents, polishes etc.
2452 Manufacture perfumes & toilet preparations
2461 Manufacture of explosives
2462 Manufacture of glues and gelatines
2463 Manufacture of essential oils
2464 Manufacture photograph chemical material
2465 Manufacture of prepared unrecorded media
2466 Manufacture of other chemical products
2470 Manufacture of man-made fibres
DH Manufacture of Rubber & Plastic Products
2511 Manufacture of rubber tyres & tubes
2512 Retread & rebuild rubber tyres
2513 Manufacture of other rubber products
2521 Manufacture of plastic plates, sheets, etc.
2522 Manufacture of plastic packing goods
2523 Manufacture of builders' ware of plastic
2524 Manufacture of other plastic products
DI Manufacture Other Non-Metal Mineral Products
2611 Manufacture of flat glass
2612 Shaping & process of flat glass
2613 Manufacture of hollow glass
2614 Manufacture of glass fibres
2615 Manufacture other glass inc. technical
2621 Manufacture of ceramic household etc. goods
2622 Manufacture of ceramic sanitary fixtures
2623 Manufacture of ceramic insulators etc.
2624 Manufacture other technical ceramic goods
2625 Manufacture of other ceramic products
2626 Manufacture of refractory ceramic products
2630 Manufacture of ceramic tiles & flags
2640 Manufacture of bricks, etc. in baked clay
2651 Manufacture of cement
2652 Manufacture of lime
2653 Manufacture of plaster
2661 Manufacture concrete goods for construction
2662 Manufacture plaster goods for construction
2663 Manufacture of ready-mixed concrete
2664 Manufacture of mortars
2665 Manufacture of fibre cement
2666 Manufacture other articles of concrete, etc.
2670 Cutting, shaping & finish stone
2681 Production of abrasive products
2682 Manufacture other non-metal mineral
DJ Basic Metals & Fabricated Products
2710 Manufacture of basic iron & steel & of Ferro-alloys
2721 Manufacture of cast iron tubes
2722 Manufacture of steel tubes
2731 Cold drawing
2732 Cold rolling of narrow strips
2733 Cold forming or folding
2734 Wire drawing
2741 Precious metals production
2742 Aluminium production
2743 Lead, zinc and tin production
2744 Copper production
2745 Other non-ferrous metal production
2751 Casting of iron
2752 Casting of steel
2753 Casting of light metals
2754 Casting of other non-ferrous metals
Manufacture Fabricated Metal, Not Machines
2811 Manufacture metal structures & parts
2812 Manufacture builders' carpentry of metal
2821 Manufacture tanks, etc. & metal containers
2822 Manufacture central heating rads & boilers
2830 Manufacture steam generators, not boilers
2840 Forge press stamp & roll form metal
2851 Treatment and coat metals
2852 General mechanical engineering
2861 Manufacture of cutlery
2862 Manufacture of tools
2863 Manufacture of locks and hinges
2871 Manufacture steel drums, similar containers
2872 Manufacture of light metal packaging
2873 Manufacture of wire products
2874 Manufacture fasteners, screw, chains etc.
2875 Manufacture other fabricated metal products
DK Manufacture of Machinery & Equipment
2911 Manufacture engines, not aircraft, etc.
2912 Manufacture of pumps & compressors
2913 Manufacture of taps and valves
2914 Manufacture bearings, gears, gear etc.
2921 Manufacture of furnaces & furnace burners
2922 Manufacture of lift & handling equipment
2923 Manufacture non-domestic ventilation
2924 Manufacture of other general machinery
2931 Manufacture of agricultural tractors
2932 Manufacture other agric. & forestry machines
2941 Manufacture of portable hand held power tools
2942 Manufacture of metalworking tools
2943 Manufacture of other machine tools not elsewhere classified
2951 Manufacture of machinery for metallurgy
2952 Manufacture machines for mining, quarry etc.
2953 Manufacture for food, beverage & tobacco
2954 Manufacture for textile, apparel & leather
2955 Manufacture machinery for paper & board
2956 Manufacture other special purpose machine
2960 Manufacture of weapons & ammunition
2971 Manufacture of electric domestic appliances
2972 Manufacture non-electric domestic appliances
DL Manufacture Electrical & Optical Equipment
Manufacture of Office Machinery & Computers
3001 Manufacture of office machinery
3002 Manufacture computers & process equipment
Manufacture of Electrical Machinery etc.
3110 Manufacture electric motors, generators etc.
3120 Manufacture electricity distribution etc.
3130 Manufacture of insulated wire & cable
3140 Manufacture of accumulators, batteries etc.
3150 Manufacture lighting equipment & lamps
3161 Manufacture electric equipment, engines etc.
3162 Manufacture other electrical equipment
Manufacture of Radio, TV & Equipment
3210 Manufacture of electronic components
3220 Manufacture TV transmitters, telephony etc.
3230 Manufacture TV & radio, sound or video etc.
Manufacture Medical & Precision Instruments
3310 Manufacture medical, orthopaedic etc. equipment
3320 Manufacture instruments for measuring etc.
3330 Manufacture indust process control equipment
3340 Manufacture optical, photographic etc. equipment
3350 Manufacture of watches and clocks
DM Manufacture of Transport Equipment
3410 Manufacture of motor vehicles
3420 Manufacture motor vehicle bodies etc.
3430 Manufacture motor vehicle & engine parts
Manufacture of Other Transport Equipment
3511 Building and repairing of ships
3512 Build & repair pleasure & sport boats
3520 Manufacture of railway locomotives & stock
3530 Manufacture of aircraft & spacecraft
3541 Manufacture of motorcycles
3542 Manufacture of bicycles
3543 Manufacture of invalid carriages
3550 Manufacture other transport equipment
DN Manufacturing nec
3611 Manufacture of chairs and seats
3612 Manufacture other office & shop furniture
3613 Manufacture of other kitchen furniture
3614 Manufacture of other furniture
3615 Manufacture of mattresses
3621 Striking of coins and medals
3622 Manufacture of jewellery & related
3630 Manufacture of musical instruments
3640 Manufacture of sports goods
3650 Manufacture of games and toys
3661 Manufacture of imitation jewellery
3662 Manufacture of brooms and brushes
3663 Other manufacturing
Recycling
3710 Recycling of metal waste and scrap
3720 Recycling non-metal waste & scrap
Trade Code Group E - Electricity, Gas and Water Supply
4011 Production of electricity
4012 Transmission of electricity
4013 Distribution & trade in electricity
4021 Manufacture of gas
4022 Distribution & trade of gaseous fuels through mains
4030 Steam and hot water supply
4100 Collection, purify etc. of water
Trade Code Group F - Construction
4511 Demolition buildings; earth moving
4512 Test drilling and boring
4521 General construction & civil engineering
4522 Erection of roof covering & frames
4523 Construction roads, airfields etc.
4524 Construction of water projects
4525 Other special trades construction
4531 Installation electrical wiring etc.
4532 Insulation work activities
4533 Plumbing
4534 Other building installation
4541 Plastering
4542 Joinery Installations
4543 Floor and wall covering
4544 Painting and glazing
4545 Other building completion
4550 Rent construction equipment with operator
Trade Code Group G - Wholesale, Retail; Certain Repair
5010 Sale of motor vehicles
5020 Maintenance & repair of motors
5030 Sale of motor vehicle parts etc.
5040 Sale, repair etc. m'cycles & parts
5050 Retail sale of automotive fuel
Wholesale, Commission, Not Motors
5111 Agents agricultural & textile raw materials
5112 Agents in sale of fuels, ores, etc.
5113 Agents in building materials
5114 Agents in industrial equipment, etc.
Wholesale, Retail; Certain Repair (cont.)
5115 Agents in household goods, etc.
5116 Agents in textiles, footwear etc.
5117 Agents in food, drink & tobacco
5118 Agents in particular products
5119 Agents in sale of variety of goods
5121 Wholesale of grain, animal feeds
5122 Wholesale of flowers and plants
5123 Wholesale of live animals
5124 Wholesale hides, skins and leather
5125 Wholesale of unmanufactured tobacco
5131 Wholesale of fruit and vegetables
5132 Wholesale of meat and meat products
5133 Wholesale of dairy products
5134 Wholesale of alcohol and other drinks
5135 Wholesale of tobacco products
5136 Wholesale sugar, chocolate etc.
5137 Wholesale coffee, tea, cocoa etc.
5138 Wholesale other food inc fish, etc.
5139 Non-specialised wholesale food, etc.
5141 Wholesale of textiles
5142 Wholesale of clothing and footwear
5143 Wholesale electric household goods
5144 Wholesale of china, wallpaper etc.
5145 Wholesale of perfume and cosmetics
5146 Wholesale of pharmaceutical goods
5147 Wholesale of other household goods
5151 Wholesale fuels & related products
5152 Wholesale of metals and metal ores
5153 Wholesale wood, construction etc.
5154 Wholesale hardware, plumbing etc.
5155 Wholesale of chemical products
5156 Wholesale other intermediate goods
5157 Wholesale of waste and scrap
5181 Wholesale of machine tools
5182 Wholesale of mining, construction & civil engineering machinery
5183 Wholesale of machinery for the textile industry, & of sewing & knitting machines
5184 Wholesale of computers, computer peripheral equipment & software
5185 Wholesale of other office machinery & equipment
5186 Wholesale of other electronic parts & equipment
5187 Wholesale of other machinery for use in industry, trade & navigation
5188 Wholesale of agricultural machinery & accessories & implements, including tractors
5190 Other wholesale
Retail Trade, Not Motors; Repairs
5211 Retail in non-specialised stores holding an alcohol licence, with food, beverages or tobacco predominating, not elsewhere classified
5212 Other retail non-specialised stores
5221 Retail of fruit and vegetables
5222 Retail of meat and meat products
5223 Retail of fish, crustaceans etc.
5224 Retail bread, cakes, confectionery
5225 Retail alcoholic & other beverages
5226 Retail sale of tobacco products
5227 Other retail food etc. specialised
5231 Dispensing chemists
5232 Retail medical & orthopaedic goods
5233 Retail cosmetic & toilet articles
5241 Retail sale of textiles
5242 Retail sale of clothing
5243 Retail of footwear & leather goods
5244 Retail furniture household etc.
5245 Retail electric h'hold, etc. goods
5246 Retail hardware, paints & glass
5247 Retail books, newspapers etc.
5248 Other retail specialised stores
5250 Retail other secondhand goods
5261 Retail sale via mail order houses
5262 Retail sale via stalls and markets
5263 Other non-store retail sale
5271 Repair boots, shoes, leather goods
5272 Repair electrical household goods
5273 Repair of clocks & jewellery
5274 Repair not elsewhere classified
Trade Code Group H - Hotels and Restaurants
5510 Hotels & Motels with or without restaurant
5521 Youth hostels and mountain refuges
5522 Camp sites, including caravan sites
5523 Other provision of lodgings
5530 Restaurants
5540 Bars
5551 Canteens
5552 Catering
Trade Code Group I - Transport, Storage & Communication
6010 Transport via railways
6021 Other sched passenger land transport
6022 Taxi operation
6023 Other passenger land transport
6024 Freight transport by road
6030 Transport via pipelines
Water Transport
6110 Sea and coastal water transport
6120 Inland water transport
Air Transport
6210 Scheduled air transport
6220 Non-scheduled air transport
6230 Space transport
Support Transport; Travel Agencies
6311 Cargo handling
6312 Storage & warehousing
6321 Other supporting land transport
6322 Other supporting water transport
6323 Other supporting air transport
6330 Travel agencies etc; tourist
6340 Other transport agencies
Post and Telecommunications
6411 National post activities
6412 Courier other than national post
6420 Telecommunications
Trade Code Group J - Financial Intermediation
6511 Central banking
6512 Other monetary intermediation
6521 Financial leasing
6522 Other credit granting
6523 Other financial intermediation
Insurance, Pension not comp soc sec
6601 Life insurance/reinsurance
6602 Pension funding
6603 Non-life insurance/reinsurance
Activities Aux to Financial Interm
6711 Administration of financial markets
6712 Security broking & fund management
6713 Auxiliary financial intermed
6720 Auxiliary insurance & pension fund
Trade Code Group K - Real Estate, Renting & Business
7011 Development & sell real estate
7012 Buying & sell own real estate
7020 Letting of own property
7031 Real estate agencies
7032 Manage real estate, fee or contract
Renting Equipment Without Operator
7110 Renting of automobiles
7121 Rent other land transport equipment
7122 Rent water transport equipment
7123 Renting of air transport equipment
7131 Rent agricultural machinery & equipment
7132 Rent civil engineering machinery
7133 Rent office machinery inc. computers
7134 Rent other machinery & equipment
7140 Rent personal & household goods
Computer and Related Activities
7210 Hardware consultancy
7221 Software publishing
7222 Other software consultancy and supply
7230 Data processing
7240 Data base activities
7250 Maintenance office & computing machinery
7260 Other computer related activities
Research and Development
7310 R & D on nat sciences & engineering
7320 R & D on soc sciences & humanities
Other Business Activities
7411 Legal activities
7412 Accounting, auditing; tax consult
7413 Market research, opinion polling
7414 Business & management consultancy
7415 Holding Companies including Head Offices
7420 Architectural, technical consult
7430 Technical testing and analysis
7440 Advertising
7450 Labour recruitment
7460 Investigation & security
7470 Other cleaning services
7481 Portrait photographic activities, other specialist photography, film processing
7482 Packaging activities
7485 Secretarial & translation activities
7486 Call centre activities
7487 Other business activities
7499 Non-trading company
Trade Code Group L - Public Administration & Defence
7511 General (overall) public service
7512 Regulation health, education, etc.
7513 Regulation more efficient business
7514 Support services for government
7521 Foreign affairs
7522 Defence activities
7523 Justice and judicial activities
7524 Public security, law & order
7525 Fire service activities
7530 Compulsory social security
Trade Code Group M - Education
8010 Primary education
8021 General secondary education
8022 Technical & vocational secondary
8030 Higher education
8041 Driving school activities
8042 Adult and other education
Trade Code Group N - Health and Social Work
8511 Hospital activities
8512 Medical practice activities
8513 Dental practice activities
8514 Other human health activities
8520 Veterinary activities
8531 Social work with accommodation
8532 Social work without accommodation
Trade Code Group O - Other Social & Personal Services
9001 Collection & treatment of sewage
9002 Collection & treatment of other waste
9003 Sanitation, remediation & similar activities
Membership Organisations
9111 Business & employers organisations
9112 Professional organisations
9120 Trade unions
9131 Religious organisations
9132 Political organisations
9133 Other membership organisations
Recreational, Cultural & Sporting
9211 Motion picture and video production
9212 Motion picture & video distribution
9213 Motion picture projection
9220 Radio and television activities
9231 Artistic & literary creation
9232 Operation of arts facilities
9233 Fair and amusement park activities
9234 Other entertainment activities
9240 News agency activities
9251 Library and archives activities
9252 Museum & preservation of history
9253 Botanical, zoos & nature reserves
9261 Operate sports arenas & stadiums
9262 Other sporting activities
9271 Gambling and betting activities
9272 Other recreational activities nec
Other Service Activities
9301 Wash & dry clean textile & fur
9302 Hairdressing & other beauty treatment
9303 Funeral and related activities
9304 Physical well-being activities
9305 Other service activities
Trade Code Group P - Private Households with Employees
9500 Private households with employees
Miscellaneous
9600 Undifferentiated goods producing activities of private households for own use
9700 Undifferentiated services producing activities of private households for own use
9800 Residents property management
Trade Code Group Q - Extra-Territorial Organisations
9900 Extra-territorial organisations
INCORPORATION
CHECKLIST
FOR A
LIMITED LIABILITY
PARTNERSHIP (LLP)
We have to reject a high number of LLP incorporation documents.
The three most common reasons for this are:
1. No ‘LLP’ or ‘Limited Liability Partnership’ at the end of the Proposed Name.
2. No reference to Situation of Registered Office. For example “England
and Wales’, ‘Wales’ or ‘Scotland’.
3. No signature of consent to act as a Member/Designated Member.
Use the correct form, (LLP2)
Have you used the correct form
p rescribed by Companies
House? These are available on our
Web site or from any of our off i c e s .
Full LLP name
Have you included ‘L L P’ or ‘L i m i t e d
Liability Partnership’ at the end of the
p roposed name? If you fail to do so we
will reject your application.
R e g i s t e r ed of f i c e
Have you specified the correct location
and full address of the re g i s t e red off i c e ?
The location must be ‘England & Wa l e s ’ ,
‘ Wales’ or ‘Scotland’.
C e r t i f i c a t i o n
The statement of compliance must be
signed by a solicitor or pro p o s e d
member indicating in what capacity they
a re signing.
Members’ details
Have all the members’ details been
completed? These include: name, addre s s ,
date of birth and designation.
S i g n a t u re s
All members/designated members must
sign and date the incorporation
document to confirm their consent to act.
P u n c t u a t i o n
If you have used punctuation in your LLP
name do you want this included on your
Incorporation Certificate? Please clarify
this in your covering letter.
Clear completion
When you complete our forms or send
us any documents, please remember that
we will electronically scan them. This is
why we prefer you to complete the
f o rms in black type. If this is not
possible, use bold handwriting in block
capitals. The full re q u i rements are
contained in our booklet GBLLP2,
chapter 1, section 1.2.
LLP name
Is the LLP name available? Have you
checked with Companies House call
c e n t re 0870 33 33 636? Please note,
h o w e v e r, that we can not reserve a name.
Nor can we register a name which is
identical to one already on the re g i s t e r.
See our booklet GBLLP1 chapter 2.
Disqualified Members
A re any of the proposed members
disqualified from acting as a member of
an LLP or as the director of a company?
Check the Disqualified Directors Register
on our website.
F e e
Is the re q u i red fee of £95 enclosed?
C o p i e s
Have you taken a copy of the completed
incorporation document? The Registrar
retains all original documents sent to him.
W h e re to send your completed form
You can post or hand deliver your form
to any of the offices listed on the inside
back cover of our guidance booklets.
These are also available on our web site.
3
3
3
3
3
3
3
3
3
3
3
3
3
TH E FO R M GE N E R A L CH E C K S
GET IT RIGHT FIRST TIME
If you think a Limited Liability Partnership is right for you, these easy to follow
guidelines will help you to complete the form. Simply follow the diagrams on
pages 2 and 3 and then use the checklist below as a final check.
Please refer to the following diagrams for helpful guidance on
how to complete the form quickly and correctly.
Alternatively call our LLP team between 9.00am and 5.00pm on 029 2038 0744.
The LLP name must be shown and
must include either ‘LLP’ or
‘Limited Liability Partnership’ at
the end of the name
The person who ticks the
certification box must sign
and date underneath
A certification
box must be
completed
The re g i s t e re d
o ffice addre s s
must be given
in full
The situation of
the registered
office address
must be shown,
and located in
‘England &
Wales’, ‘Wa l e s ’
or ‘Scotland’
If the number of
continuation sheets box
is completed then these
pages must be present
The members’
designation should be
identified either on
the front page of the
LLP2 or beneath each
member’s details
Member’s surname or
corporate name must
be entered here Member’s forename(s)
must be entered here
Member’s
date of birth
must be
entered here
Member’s usual
residential
address must
be entered here
If a member
being
appointed is a
designated
member, the
consent box
should be
ticked
Each appointed
member must
sign and date
Completion Of Your Annual Return
Checklist
Have you enclosed the £15 filing fee?
Is the registered office address correct?
If the Register of Members address is completed, is it correct?
If the Register of Debentures address is completed, is it correct?
Has the box to show the principal business activity been filled in?
Are the company Director and Secretary details correct?
Have you enclosed a 288a form for any appointments of company Directors or Secretaries?
Have you indicated the issued capital, and is it correct?
If you have indicated that a full list of members is enclosed, have you enclosed it?
Has the form been signed?
Please see our Guidance Booklet 'Annual Return' for further information.
CHECKLIST
FOR A
LIMITED LIABILITY
PARTNERSHIP (LLP)
We have to reject a high number of LLP incorporation documents.
The three most common reasons for this are:
1. No ‘LLP’ or ‘Limited Liability Partnership’ at the end of the Proposed Name.
2. No reference to Situation of Registered Office. For example “England
and Wales’, ‘Wales’ or ‘Scotland’.
3. No signature of consent to act as a Member/Designated Member.
Use the correct form, (LLP2)
Have you used the correct form
p rescribed by Companies
House? These are available on our
Web site or from any of our off i c e s .
Full LLP name
Have you included ‘L L P’ or ‘L i m i t e d
Liability Partnership’ at the end of the
p roposed name? If you fail to do so we
will reject your application.
R e g i s t e r ed of f i c e
Have you specified the correct location
and full address of the re g i s t e red off i c e ?
The location must be ‘England & Wa l e s ’ ,
‘ Wales’ or ‘Scotland’.
C e r t i f i c a t i o n
The statement of compliance must be
signed by a solicitor or pro p o s e d
member indicating in what capacity they
a re signing.
Members’ details
Have all the members’ details been
completed? These include: name, addre s s ,
date of birth and designation.
S i g n a t u re s
All members/designated members must
sign and date the incorporation
document to confirm their consent to act.
P u n c t u a t i o n
If you have used punctuation in your LLP
name do you want this included on your
Incorporation Certificate? Please clarify
this in your covering letter.
Clear completion
When you complete our forms or send
us any documents, please remember that
we will electronically scan them. This is
why we prefer you to complete the
f o rms in black type. If this is not
possible, use bold handwriting in block
capitals. The full re q u i rements are
contained in our booklet GBLLP2,
chapter 1, section 1.2.
LLP name
Is the LLP name available? Have you
checked with Companies House call
c e n t re 0870 33 33 636? Please note,
h o w e v e r, that we can not reserve a name.
Nor can we register a name which is
identical to one already on the re g i s t e r.
See our booklet GBLLP1 chapter 2.
Disqualified Members
A re any of the proposed members
disqualified from acting as a member of
an LLP or as the director of a company?
Check the Disqualified Directors Register
on our website.
F e e
Is the re q u i red fee of £95 enclosed?
C o p i e s
Have you taken a copy of the completed
incorporation document? The Registrar
retains all original documents sent to him.
W h e re to send your completed form
You can post or hand deliver your form
to any of the offices listed on the inside
back cover of our guidance booklets.
These are also available on our web site.
3
3
3
3
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TH E FO R M GE N E R A L CH E C K S
GET IT RIGHT FIRST TIME
If you think a Limited Liability Partnership is right for you, these easy to follow
guidelines will help you to complete the form. Simply follow the diagrams on
pages 2 and 3 and then use the checklist below as a final check.
Please refer to the following diagrams for helpful guidance on
how to complete the form quickly and correctly.
Alternatively call our LLP team between 9.00am and 5.00pm on 029 2038 0744.
The LLP name must be shown and
must include either ‘LLP’ or
‘Limited Liability Partnership’ at
the end of the name
The person who ticks the
certification box must sign
and date underneath
A certification
box must be
completed
The re g i s t e re d
o ffice addre s s
must be given
in full
The situation of
the registered
office address
must be shown,
and located in
‘England &
Wales’, ‘Wa l e s ’
or ‘Scotland’
If the number of
continuation sheets box
is completed then these
pages must be present
The members’
designation should be
identified either on
the front page of the
LLP2 or beneath each
member’s details
Member’s surname or
corporate name must
be entered here Member’s forename(s)
must be entered here
Member’s
date of birth
must be
entered here
Member’s usual
residential
address must
be entered here
If a member
being
appointed is a
designated
member, the
consent box
should be
ticked
Each appointed
member must
sign and date
Completion Of Your Annual Return
Checklist
Have you enclosed the £15 filing fee?
Is the registered office address correct?
If the Register of Members address is completed, is it correct?
If the Register of Debentures address is completed, is it correct?
Has the box to show the principal business activity been filled in?
Are the company Director and Secretary details correct?
Have you enclosed a 288a form for any appointments of company Directors or Secretaries?
Have you indicated the issued capital, and is it correct?
If you have indicated that a full list of members is enclosed, have you enclosed it?
Has the form been signed?
Please see our Guidance Booklet 'Annual Return' for further information.
Completion Of Your Annual Return
Checklist
Have you enclosed the £15 filing fee?
Is the registered office address correct?
If the Register of Members address is completed, is it correct?
If the Register of Debentures address is completed, is it correct?
Has the box to show the principal business activity been filled in?
Are the company Director and Secretary details correct?
Have you enclosed a 288a form for any appointments of company Directors or Secretaries?
Have you indicated the issued capital, and is it correct?
If you have indicated that a full list of members is enclosed, have you enclosed it?
Has the form been signed?
Please see our Guidance Booklet 'Annual Return' for further information.
Checklist
Have you enclosed the £15 filing fee?
Is the registered office address correct?
If the Register of Members address is completed, is it correct?
If the Register of Debentures address is completed, is it correct?
Has the box to show the principal business activity been filled in?
Are the company Director and Secretary details correct?
Have you enclosed a 288a form for any appointments of company Directors or Secretaries?
Have you indicated the issued capital, and is it correct?
If you have indicated that a full list of members is enclosed, have you enclosed it?
Has the form been signed?
Please see our Guidance Booklet 'Annual Return' for further information.
Re-registration
Checklist
Re-registration type Documents Required
Private Limited - Special/Written resolution
Form 43(3)
Form 43(3)(e)
Printed copy of Memorandum and Articles of Association.
Balance Sheet dated no more than 7 months before receipt of form 43(3)
Auditors statement
Auditors report
PLC - Private Limited Special/Written resolution (which should be declared unanimously passed or re-registration is held for 6 weeks)
Application form 53
Printed copy of altered Memorandum and Articles
Limited - unlimited Form 49(1)
Form 49(8)(a)
Statutory declaration by directors of the company (form 49(8)(b) may be used)
Printed copy of altered Memorandum and Articles
Unlimited - limited Special resolution which must state whether company limited by share or guarantee.
Form 51
Printed copy of Memorandum and Articles
All re-registrations are subject to £20 filing fee or £80 same-day priority fee. A company incorporating a change of name must file a further fee of £10 or £80 for the same-day-service. All documents are examined before re-registration can commence.
Forms are available, free of charge from Companies House. The quickest way to get them is through our web site or by telephoning 0870 3333636.
Checklist
Re-registration type Documents Required
Private Limited - Special/Written resolution
Form 43(3)
Form 43(3)(e)
Printed copy of Memorandum and Articles of Association.
Balance Sheet dated no more than 7 months before receipt of form 43(3)
Auditors statement
Auditors report
PLC - Private Limited Special/Written resolution (which should be declared unanimously passed or re-registration is held for 6 weeks)
Application form 53
Printed copy of altered Memorandum and Articles
Limited - unlimited Form 49(1)
Form 49(8)(a)
Statutory declaration by directors of the company (form 49(8)(b) may be used)
Printed copy of altered Memorandum and Articles
Unlimited - limited Special resolution which must state whether company limited by share or guarantee.
Form 51
Printed copy of Memorandum and Articles
All re-registrations are subject to £20 filing fee or £80 same-day priority fee. A company incorporating a change of name must file a further fee of £10 or £80 for the same-day-service. All documents are examined before re-registration can commence.
Forms are available, free of charge from Companies House. The quickest way to get them is through our web site or by telephoning 0870 3333636.
Late Filing Penalties - Appeals
What is a penalty notice?
What are late filing penalties?
Can I appeal?
What is exceptional?
What is not exceptional?
Do I still want to appeal?
What happens if my appeal is rejected?
Can I pay the penalty by instalments?
What happens if I do not pay the penalty?
Further help?
What is a penalty notice?
A Penalty Notice gives details of the penalty/penalties levied against a company because we did not receive the company's accounts on time. The notice includes information on how to pay the penalty.
What are late filing penalties?
All limited and public limited companies must send their company accounts to the Registrar. As a director, you are personally responsible for ensuring your company accounts are delivered before time runs out. Delivery means actual receipt at Companies House in the correct format. If they are late a penalty is by law levied automatically.
The size of the penalty depends on how late the accounts reach the Registrar and is shown in the following table.
Length of delay Public company Private Company
(measured from
the date the
accounts are due)
3 months
or less £500 £100
3 months one
day to 6 months £1000 £250
6 months one
day to 12 months £2000 £500
More than
12 months £5000 £1000
Can I appeal?
You may appeal against a penalty but it will only be successful if you can show that the circumstances are exceptional.
What is exceptional?
The Registrar has very limited discretion not to collect a penalty. It may be applied when an unforeseen catastrophe strikes a company at a critical time; for instance, a personal tragedy affecting a sole director immediately before a filing deadline or a fire destroying records a few days before time runs out. The Registrar may also apply discretion if a mistake by Companies House has contributed to the late filing.
What is not exceptional?
These are some of the reasons that would not be regarded as justifying non-collection of a penalty.
My accounts were delayed or lost in the post
My company is dormant
My company is in financial difficulties
I cannot afford to pay
You did receive them on time but they were rejected
Another director is responsible for preparing the accounts
My accountant was ill
I relied on my accountant
These are my first accounts
I am not familiar with the filing requirements
This is a flat management company
I was abroad on business or on holiday
I am a sole director
I did not receive a reminder notice
Do I still want to appeal?
If, after reading the above, you still wish to appeal, then you must do so in writing and address your letter to the Case Manager shown on the front page of the penalty notice. A reply will normally be sent within 10 working days and recovery action will be suspended while your appeal is being considered.
What happens if my appeal is rejected?
You can write to the Manager of the Late Filing Penalties Department. If this appeal is also rejected, you can write to the Senior Operations Manager in Cardiff or, for companies registered in Scotland, the Registrar of Companies for Scotland in Edinburgh.
If the Senior Operations Manager (or Registrar in Scotland) upholds the penalty then you can ask Mr William Thomas, the independent Complaints Adjudicator, to review your case. Please do not write to the Adjudicator until you have heard from the Senior Operations Manager (or Registrar in Scotland).
Please note Parliament decided that discretion resides solely with the Registrar.
Finally, you can write to ask the Registrar of Companies to look at your case.
Can I pay the penalty by instalments?
Yes. If you have difficulty in paying the penalty outright then we will normally accept payment by monthly instalments usually over four months and exceptionally over ten months, depending on the amount to be paid. Any request to pay by instalments must be made in writing and should explain why the penalty cannot be paid immediately.
What happens if I do not pay the penalty?
If the penalty is not paid then we will ask our debt collectors to take action. Ultimately the matter will be decided in the County Court or Sheriff Court, where you will have the opportunity to file a defence.
You may wish to seek professional advice because legal costs may be recovered if the court finds in favour of the Registrar.
Further help?
If you need further advice about the penalty/penalties contact the Case Manager shown on the front of the penalty notice.
If you need help on other matters including Guidance Booklets please call our Contact Centre on 0870 33 33 636.
Monday, November 10, 2003
UK Company FOrmation
London UK
Limited
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UK Limited Company Foramtions - Order for UK limited company
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THE PROCEDURE FOR FORMING SCOTTISH LIMITED COMPANY. STEPS
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use 288b changes in an officer's name or address 288c. Can anyone be a
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Netribution > Features > How To Register As A Company
week we look at registering as a Private Limited Company. directors, registered offices
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Limited Companies
Check the availability of your chosen company name, or speak Print and complete the
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Limited Companies
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Private Limited Companies
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UK Company Registrations for Newly Incorporated Limited Companies
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Ebooks Home
The Memorandum of Association is one of two legal documents required
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Limited Companies
These should be in accordance with, or as near to that as circumstances permit,
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imited Company Order
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Limited - Company Controller and Statutory Forms Version
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[PDF] SHOULD YOU A LIMITED COMPANY?
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ITIP EMPLOYERS REGISTRATION A LIMITED COMPANY
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287. This must be filled with information relevant to the
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Small Limited Company Formation
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Small Limited Company Formation
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Setting up a Limited Company
limited by shares, or a private company limited by guarantee; capital requirements;
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Business Adviser - Limited Companies
Should You a Limited Company. Limited company. We are often asked, 'Should
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A Guide to Forming A Limited Company
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FRESHeFUTURE A Guide to setting up a Limited Company in the UK
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private limited companies
Private Limited Company Formation Private limited companies are the most to do is
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UK limited company - Order ONLINE from Interactive Formations.
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NanniPay Limited
Upon receipt of the online registration we will send you Companies House forms
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NanniPay Limited
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accountancygroup
Business Adviser - Limited Companies
Should You a Limited Company. Limited company. We are often asked, 'Should
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Bryson Limited - Company Information
This page gives background information on Bryson Limited and shows the various
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A UK LIMITED COMPANY IN A NAME OF YOUR CHOICE. You choose a name for
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