C4C3C2C1Part 5A company's name
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)
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))
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 4Other powers of the Secretary of State F12and the registrar
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)
F9Provision of misleading information
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)
C875Provision of misleading information etc
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.
F42A
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.
F54A
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.
F10Misleading indication of activities and names used for criminal purposes
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)
C976Misleading indication of activities
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 F14pose 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.
F12
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.
F64
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.
F75A
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.
F85B
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 F15subsection (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.
C576AF2Power to direct change of name used for criminal purposes
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.
F11Direction to change name wrongly registered
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)
C676BDirection to change name wrongly registered
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.
F13Registrar’s powers to change names
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)
C776CRegistrar’s power to change name containing computer code
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.
C776DF3Registrar’s power to change name for failure to comply with direction
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.
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