2014 No. 3140

Companies
Limited Liability Partnerships
Business Names

The Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2014

Made

Laid before Parliament

Coming into force

The Secretary of State makes the following Regulations in exercise of the powers conferred by sections 55(1), 56(1)(b), 1194(1), 1195(1)(b) and 1292(1) of the Companies Act 2006 M1 and sections 55(1), 56(1)(b) and 1292(1) of the Companies Act 2006 as applied to limited liability partnerships by regulations 8 and 81 of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 M2.

Annotations:
Marginal Citations
M2

S.I. 2009/1804, amended by S.I. 2009/2995; there are other amending instruments but none is relevant.

Citation and commencement1

These Regulations may be cited as the Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2014 and come into force on 31st January 2015.

Interpretation2

1

In these Regulations “the 2006 Act” means the Companies Act 2006.

2

Any reference in these Regulations to section 55 or 88 of the 2006 Act includes a reference to that section as applied by regulation 8 or 17 of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009.

Specified words and expressions to which sections 55 and 1194 of the 2006 Act apply3

The following words and expressions are specified for the purposes of sections 55(1) and 1194(1) of the 2006 Act—

a

the words and expressions set out in Part 1 of Schedule 1;

b

the plural and possessive forms of those words and expressions, and, where relevant, the feminine form; and

c

in the case of the words and expressions set out in Part 1 of Schedule 1 which are marked with an asterisk, the grammatically mutated forms of those words and expressions.

Specified words and expressions to which section 55 of the 2006 Act applies4

The following words and expressions are specified for the purposes of section 55(1) of the 2006 Act—

a

the words and expressions set out in Part 2 of Schedule 1;

b

the plural and possessive forms of those words and expressions, and, where relevant, the feminine form; and

c

in the case of the words and expressions set out in Part 2 of Schedule 1 which are marked with an asterisk, the grammatically mutated forms of those words and expressions.

Applications where situation of registered office or principal place of business is irrelevant5

In connection with an application for the approval of the Secretary of State under section 55 or 1194 of the 2006 Act in relation to a name that includes a word or expression specified in column (1) of Part 1 of Schedule 2, the applicant must seek the view of the Government department or other body set out opposite that word or expression in column (2) of Part 1 of Schedule 2.

Applications where situation of registered office or principal place of business is relevant6

In connection with an application for the approval of the Secretary of State under section 55 or 1194 of the 2006 Act in relation to a name that includes a word or expression specified in column (1) of Part 2 of Schedule 2, the applicant must seek the view of a Government department or other body as follows—

a

in the case of—

i

a company or limited liability partnership that has already been registered, whose registered office is situated in England and Wales;

ii

a proposed company or limited liability partnership that has not yet been registered under the 2006 Act, whose registered office is to be situated in England and Wales;

iii

a business, whose principal place of business is or is to be situated in England; and

iv

an overseas company (see section 1044 of the 2006 Act),

the Government department or other body set out in column (2) of Part 2 of Schedule 2 opposite that word or expression;

b

in the case of—

i

a company or limited liability partnership that has already been registered, that is a Welsh company or Welsh LLP (see section 88 of the 2006 Act);

ii

a proposed company or limited liability partnership that has not yet been registered, that is to be a Welsh company or Welsh LLP; and

iii

a business, whose principal place of business is or is to be situated in Wales,

the Government department or other body set out in column (3) of Part 2 of Schedule 2 opposite that word or expression;

c

in the case of—

i

a company or limited liability partnership that has already been registered, whose registered office is situated in Scotland;

ii

a proposed company or limited liability partnership that has not yet been registered, whose registered office is to be situated in Scotland; and

iii

a business, whose principal place of business is or is to be situated in Scotland,

the Government department or other body set out in column (4) of Part 2 of Schedule 2 opposite that word or expression; and

d

in the case of—

i

a company or limited liability partnership that has already been registered, whose registered office is situated in Northern Ireland;

ii

a proposed company or limited liability partnership that has not yet been registered, whose registered office is to be situated in Northern Ireland; and

iii

a business, whose principal place of business is or is to be situated in Northern Ireland,

the Government department or other body set out in column (5) of Part 2 of Schedule 2 opposite that word or expression.

Revocation7

The Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2009 M3 are revoked.

Jo Swinson Parliamentary Under Secretary of State for Employment Relations and Consumer Affairs Department for Business, Innovation and Skills

SCHEDULE 1SPECIFIED WORDS AND EXPRESSIONS

Regulations 3 and 4

PART 1Words and Expressions specified for the purposes of sections 55(1) and 1194(1) of the 2006 Act

Accredit

Accreditation

Accredited

Accrediting

Adjudicator

Association

Assurance

Assurer

Audit office

Auditor General

*Banc

Bank

Banking

Benevolent

*Breatannach

*Breatainn

*Brenhinol

*Brenin

*Brenhiniaeth

Britain

British

Chamber of commerce

Charitable

Charity

Charter

Chartered

Child maintenance

Child support

*Coimisean

*Comhairle

*Comisiwn

Commission

Co-operative

Council

*Cyngor

Dental

Dentistry

*Diùc

*Dug

Duke

Ei Fawrhydi

England

English

Federation

Friendly Society

Foundation

Fund

Government

*Gwasanaeth iechyd

Health centre

Health service

Health visitor

His Majesty

HPSS

HSC

Inspectorate

Institute

Institution

Insurance

Insurer

Judicial appointment

King

Licensing

*Llywodraeth

Medical centre

Midwife

Midwifery

*Mòrachd

Mutual

NHS

Northern Ireland

Northern Irish

Nurse

Nursing

Oifis sgrùdaidh

*Oilthigh

Ombudsman

*Ombwdsmon

*Parlamaid

Parliament

Parliamentarian

Parliamentary

Patent

Patentee

Police

Polytechnic

Post office

*Prifysgol

Prince

*Prionnsa

*Prydain

*Prydeinig

Queen

Reassurance

Reassurer

Registrar

Regulator

Reinsurance

Reinsurer

*Riaghaltas

*Rìgh

Rìoghachd Aonaichte

Rìoghail

Rìoghalachd

Royal

Royalty

Scotland

Scottish

Senedd

Sheffield

Siambr fasnach

Social service

Society

Special school

Standards

Stock exchange

Swyddfa archwilio

*Teyrnas Gyfunol

*Teyrnas Unedig

Trade union

Tribunal

Trust

*Tywysog

Underwrite

Underwriting

University

Wales

Welsh

Windsor

PART 2Words and Expressions specified for the purposes of section 55(1) of the 2006 Act

Alba

Albannach

Na h-Alba

*Cymru

*Cymraeg

*Cymreig

SCHEDULE 2LIST OF GOVERNMENT DEPARTMENTS AND OTHER BODIES WHOSE VIEWS MUST BE SOUGHT

Regulations 5 and 6

PART 1Applications Where Situation of Registered Office or Principal Place of Business is Irrelevant

Annotations:

Column (1)

Column (2)

Word or expression specified under regulation 3

Specified Government department or other body whose view must be sought

Accredit

F5Department for Business and Trade

Accreditation

F5Department for Business and Trade

Accredited

F5Department for Business and Trade

Accrediting

F5Department for Business and Trade

Assurance

Financial Conduct Authority

Assurer

Financial Conduct Authority

Banc

Financial Conduct Authority

Bank

Financial Conduct Authority

Banking

Financial Conduct Authority

Brenhinol

The Welsh Assembly Government

Brenin

The Welsh Assembly Government

Brenhiniaeth

The Welsh Assembly Government

Child maintenance

Department for Work and Pensions

Child support

Department for Work and Pensions

Dental

General Dental Council

Dentistry

General Dental Council

Diùc

The Scottish Government

Dug

The Welsh Assembly Government

Ei Fawrhydi

The Welsh Assembly Government

Friendly Society

Financial Conduct Authority

Fund

Financial Conduct Authority

Gwasanaeth iechyd

The Welsh Assembly Government

Health visitor

Nursing & Midwifery Council

HPSS

Department of Health, Social Services and Public Safety

HSC

Department of Health, Social Services and Public Safety

Insurance

Financial Conduct Authority

Insurer

Financial Conduct Authority

Judicial appointment

Ministry of Justice

Llywodraeth

The Welsh Assembly Government

Medical centre

Department of Health, Social Services and Public Safety

Midwife

Nursing & Midwifery Council

Midwifery

Nursing & Midwifery Council

Mòrachd

The Scottish Government

Mutual

Financial Conduct Authority

NHS

Department of Health F3and Social Care

Nurse

Nursing & Midwifery Council

Nursing

Nursing & Midwifery Council

Oifis sgrùdaidh

Audit Scotland

Oilthigh

The Scottish Government

Parlamaid

The Scottish Parliamentary Corporate Body

Parliament

The Corporate Officer of the House of Lords and The Corporate Officer of the House of Commons

Parliamentarian

The Corporate Officer of the House of Lords and The Corporate Officer of the House of Commons

Parliamentary

The Corporate Officer of the House of Lords and The Corporate Officer of the House of Commons

Patent

The Patent Office

Patentee

The Patent Office

Polytechnic

F1Department for Education

Prifysgol

The Welsh Assembly Government

Prionnsa

The Scottish Government

Reassurance

Financial Conduct Authority

Reassurer

Financial Conduct Authority

Reinsurance

Financial Conduct Authority

Reinsurer

Financial Conduct Authority

Riaghaltas

The Scottish Government

Rìgh

The Scottish Government

Rìoghail

The Scottish Government

Rìoghalachd

The Scottish Government

Senedd

The National Assembly for Wales

Sheffield

The Company of Cutlers in Hallamshire

Swyddfa archwilio

Auditor General for Wales

Tywysog

The Welsh Assembly Government

Underwrite

Financial Conduct Authority

Underwriting

Financial Conduct Authority

PART 2Applications Where Situation of Registered Office or Principal Place of Business is Relevant

Annotations:

Column (1)

Column (2)

Column (3)

Column (4)

Column (5)

Word or expression specified under regulation 3

Specified Government department or other body whose view must be sought

under regulation 6(a)

under regulation 6(b)

under regulation 6(c)

under regulation 6(d)

Audit office

Comptroller & Auditor General

Auditor General for Wales

Audit Scotland

Northern Ireland Audit Office

Charitable Charity

The Charity Commission

The Charity Commission

Office of the Scottish Charity Regulator

The Charity Commission

Duke

His Majesty

King

Prince

Queen

Royal

Royalty

Windsor

Ministry of Justice

The Welsh Assembly Government

The Scottish Government

Ministry of Justice

Health centre

Health service

Department of Health F4and Social Care

The Welsh Assembly Government

The Scottish Government

Department of Health, Social Services and Public Safety

Police

The Home Office

The Home Office

The Scottish Government

Department of Justice in Northern Ireland

Special school

Department for Education

The Welsh Assembly Government

The Scottish Government

Department of Education

University

F2Department for Education

The Welsh Assembly Government

The Scottish Government

Department for Employment and Learning

(This note is not part of the Regulations)

Under sections 55(1) and 1194(1) of the Companies Act 2006 (“the Act”), including section 55(1) as applied to limited liability partnerships (“LLPs”) by regulation 8 of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), a person must obtain the approval of the Secretary of State to register a company or LLP by a name, or carry on business in the United Kingdom under a name, that includes a word or expression that is specified in regulations made by the Secretary of State.

Part 1 of Schedule 1 to these Regulations sets out which words and expressions are specified by the Secretary of State as requiring prior approval for use in the names of companies, LLPs and businesses, and Part 2 of Schedule 1 sets out words and expressions that the Secretary of State is specifying as requiring prior approval when used in the names of companies or LLPs only.

Regulations 3(1)(b) and (c) and 4(b) and (c) provide that the specified words and expressions are specified in all their plural, possessive and (where relevant) feminine forms, and, in the case of Gaelic and Welsh words, in their grammatically mutated forms.

Sections 56(1) and 1195(1) of the Act, including section 56(1) as applied to LLPs, give the Secretary of State the power to require that, in connection with an application for use of a sensitive word or expression, the applicant must seek the view of a specified Government department or other body. Schedule 2 lists the Government departments and other bodies whose views must be sought. Part 2 of Schedule 2 identifies the relevant Government department or public authority whose view must be sought where the situation of the company's or LLP's registered office is relevant. The reference in regulation 6(a)(i) to a registered office which is situated in England and Wales arises because England and Wales are usually treated in the Act as a single jurisdiction for the purposes of the situation of the registered office. However, a company whose registered office is situated in Wales can require the register of companies to state that its registered office is situated in Wales. In this case, the company will be governed by regulation 6(b)(i) rather than regulation 6(a)(i). The position is similar for an LLP whose registered office is situated in Wales. Since overseas companies are not required by the Overseas Companies Regulations 2009 (S.I. 2009/1801) to register in a specified part of the United Kingdom, they are treated for the purposes of regulation 6 in the same way as companies registered in England and Wales.

An Impact Assessment in respect of these Regulations has been produced and copies are available from the Business Environment Directorate, Department for Business, Innovation and Skills, 1 Victoria Street, London, SW1H 0ET or on www.bis.gov.uk.