Companies Act 2006 (c. 46)

Part 5 U.K. A company's name

Modifications etc. (not altering text)

C1 Pt. 5 power to apply (with modifications) conferred (E.W.S.) (1.12.2013) by Co-operative and Community Benefit Societies and Credit Unions Act 2010 (c. 7), ss. 4(1)(2)(b), 8(2); S.I. 2013/2936, art. 2

C2 Pt. 5 power to apply (with modifications) conferred (1.8.2014) by Co-operative and Community Benefit Societies Act 2014 (c. 14), ss. 135, 154 (with Sch. 5)

C3 Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

C4 Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2

Chapter 4 U.K. Other powers of the Secretary of State [F1 and the registrar]

Textual Amendments

F1 Words in Pt. 5 Ch. 4 heading inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 19(2), 219(1)(2)(b); S.I. 2024/269, reg. 2(o)

[F2 Provision of misleading information] U.K.

Textual Amendments

F2 S. 75 cross-heading inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 17(2), 219(1)(2)(b); S.I. 2024/269, reg. 2(m)

75 Provision of misleading information etc U.K.

(1) If it appears to the Secretary of State—

(a) that misleading information has been given for the purposes of a company's registration by a particular name, or

(b) that an undertaking or assurance has been given for that purpose and has not been fulfilled,

the Secretary of State may direct the company to change its name.

(2) Any such direction—

(a) must be given within five years of the company's registration by that name, and

(b) must specify the period within which the company is to change its name.

[F3 (2A) The period must be at least 28 days beginning with the date of the direction.]

(3) The Secretary of State may by a further direction extend the period within which the company is to change its name.

Any such direction must be given before the end of the period for the time being specified.

(4) A direction under this section must be in writing.

[F4 (4A) Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates.]

(5) If a company fails to comply with a direction under this section, an offence is committed by—

(a) the company, and

(b) every officer of the company who is in default.

For this purpose a shadow director is treated as an officer of the company.

(6) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Textual Amendments

F3 S. 75(2A) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 13(4), 219(1)(2)(b); S.I. 2024/269, reg. 2(i)

F4 S. 75(4A) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 14(5), 219(1)(2)(b); S.I. 2024/269, reg. 2(j)

Modifications etc. (not altering text)

C5 S. 75 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 13 (as amended (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 11(3); S.I. 2024/269, reg. 2(a))

[F5 Misleading indication of activities and names used for criminal purposes] U.K.

Textual Amendments

F5 S. 76 cross-heading inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 17(3), 219(1)(2)(b); S.I. 2024/269, reg. 2(m)

76 Misleading indication of activities U.K.

(1) If in the opinion of the Secretary of State the name by which a company is registered gives so misleading an indication of the nature of its activities as to [F6 pose a risk of harm to the public in the United Kingdom or elsewhere], the Secretary of State may direct the company to change its name.

[F7 (2) The direction must be in writing and must specify the period within which the company is to change its name.

(3) The period must be a period of at least 28 days beginning with the date of the direction.

(3A) The Secretary of State may by further direction in writing extend the period.

Any such direction must be given before the end of the period for the time being specified.]

[F8 (4) A company may apply to the court to set aside a direction under subsection (1).

(4A) Any application under subsection (4) must be made within the period of three weeks beginning with the date of the direction.]

(5) The court may set the direction aside or confirm it.

If the direction is confirmed, the court shall specify the period within which the direction is to be complied with.

[F9 (5A) If a company applies to the court under subsection (4) to set aside a direction, it is not required to comply with the direction while the proceedings are ongoing.]

[F10 (5B) Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates.]

(6) If a company fails to comply with a direction under [F11 subsection (1)], an offence is committed by—

(a) the company, and

(b) every officer of the company who is in default.

For this purpose a shadow director is treated as an officer of the company.

(7) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Textual Amendments

F6 Words in s. 76(1) substituted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 16, 219(1)(2)(b); S.I. 2024/269, reg. 2(l)

F7 S. 76(2)-(3A) substituted for s. 76(2) (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 13(5)(a), 219(1)(2)(b); S.I. 2024/269, reg. 2(i)

F8 S. 76(4)(4A) substituted for s. 76(4) (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 13(5)(b), 219(1)(2)(b); S.I. 2024/269, reg. 2(i)

F9 S. 76(5A) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 13(5)(c), 219(1)(2)(b); S.I. 2024/269, reg. 2(i)

F10 S. 76(5B) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 14(6), 219(1)(2)(b); S.I. 2024/269, reg. 2(j)

F11 Words in s. 76(6) substituted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 13(5)(d), 219(1)(2)(b); S.I. 2024/269, reg. 2(i)

Modifications etc. (not altering text)

C6 S. 76 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 13 (as amended (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 11(4); S.I. 2024/269, reg. 2(a))

[F12 76A Power to direct change of name used for criminal purposes U.K.

(1) The Secretary of State may direct a company to change its name if it appears to the Secretary of State that the name has been used, or is intended to be used, by the company to facilitate—

(a) the commission of an offence involving dishonesty or deception, or

(b) the carrying out of conduct that, if carried out in any part of the United Kingdom, would amount to such an offence.

(2) The direction must be in writing and must specify the period within which the company is to change its name.

(3) The period must be a period of at least 28 days beginning with the date of the direction.

(4) The Secretary of State may by further direction in writing extend the period.

Any such direction must be given before the end of the period for the time being specified.

(5) A company may apply to the court to set aside a direction under subsection (1).

(6) Any application under subsection (5) must be made within the period of three weeks beginning with the date of the direction.

(7) On an application under subsection (5) the court may set the direction aside or confirm it.

(8) If on an application under subsection (5) the direction is confirmed, the court must specify the period within which the direction is to be complied with.

(9) Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates.

(10) If a company applies to the court under subsection (5) to set aside a direction, the company is not required to comply with the direction while the proceedings are ongoing.

(11) If a company fails to comply with a direction under subsection (1), an offence is committed by—

(a) the company, and

(b) every officer of the company who is in default.

For this purpose a shadow director is treated as an officer of the company.

(12) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.]

Textual Amendments

F12 S. 76A inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 17(4), 219(1)(2)(b); S.I. 2024/269, reg. 2(m)

Modifications etc. (not altering text)

C7 S. 76A applied (with modifications) (4.3.2024) by S.I. 2009/1804, reg. 13A (as inserted by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 12; S.I. 2024/269, reg. 2(a))

[F13 Direction to change name wrongly registered U.K.

Textual Amendments

F13 S. 76B and cross-heading inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 18(2), 219(1)(2)(b); S.I. 2024/269, reg. 2(n)

76B Direction to change name wrongly registered U.K.

(1) The Secretary of State may direct a company to change its name if—

(a) it appears to the Secretary of State that the company’s registration by that name was in contravention of any requirement imposed by this Part, or

(b) the Secretary of State did not, at the time at which the name was registered, form the opinion mentioned in section 53, 56A or 57A, but had proper grounds for doing so.

(2) The direction must be in writing and must specify the period within which the company is to change its name.

(3) The period must be a period of at least 28 days beginning with the date of the direction.

(4) The Secretary of State may by further direction in writing extend the period.

Any such direction must be given before the end of the period for the time being specified.

(5) A company may apply to the court to set aside a direction under subsection (1).

(6) Any application under subsection (5) must be made within the period of three weeks beginning with the date of the direction.

(7) On an application under subsection (5) the court may set the direction aside or confirm it.

(8) If on an application under subsection (5) the direction is confirmed, the court must specify the period within which the direction is to be complied with.

(9) Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates.

(10) If a company applies to the court under subsection (5) to set aside a direction, the company is not required to comply with the direction while the proceedings are ongoing.

(11) If a company fails to comply with a direction under subsection (1), an offence is committed by—

(a) the company, and

(b) every officer of the company who is in default.

For this purpose a shadow director is treated as an officer of the company.

(12) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.]

Modifications etc. (not altering text)

C8 S. 76B applied (with modifications) (4.3.2024) by S.I. 2009/1804, reg. 13B (as inserted by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 13; S.I. 2024/269, reg. 2(a))

[F14 Registrar’s powers to change names U.K.

Textual Amendments

F14 S. 76C and cross-heading inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 19(3), 219(1)(2)(b); S.I. 2024/269, reg. 2(o)

76C Registrar’s power to change name containing computer code U.K.

(1) Where, in the opinion of the registrar, a company’s registered name consists of or includes computer code, the registrar may—

(a) determine a new name for the company, and

(b) remove from the register any reference to the company’s old name.

(2) If the registrar determines a new name for a company under this section, the registrar must—

(a) give the company notice of the determination, and

(b) place a note of the determination in the register.

(3) Where a company is given a direction under section 76B to change its name—

(a) that does not affect the registrar’s power to act under subsection (1), but

(b) if the registrar does so, the direction lapses.]

Modifications etc. (not altering text)

C9 Ss. 76C, 76D applied (with modifications) (4.3.2024) by S.I. 2009/1804, reg. 13C (as inserted by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 14; S.I. 2024/269, reg. 2(a))

[F15 76D Registrar’s power to change name for failure to comply with direction U.K.

(1) Where a company fails to comply with a direction to change its name, the registrar may determine a new name for the company.

(2) The reference in subsection (1) to a direction to change a company’s name is to a direction under section 64, 67, 75, 76, 76A or 76B.

(3) If the registrar determines a new name for a company under this section, the registrar must—

(a) give the company notice of the determination, and

(b) place a note of the determination in the register.]

Textual Amendments

F15 S. 76D inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 20, 219(1)(2)(b); S.I. 2024/269, reg. 2(p)

Modifications etc. (not altering text)

C9 Ss. 76C, 76D applied (with modifications) (4.3.2024) by S.I. 2009/1804, reg. 13C (as inserted by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 14; S.I. 2024/269, reg. 2(a))