The Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015

Regulation 2

SCHEDULE 1 Characters, Signs, Symbols (including Accents and other Diacritical Marks) and Punctuation

Table 1

Table 2

Table 3

Regulations 4 to 6, 10, 13, 16 and 17

SCHEDULE 2 Specified Words, Expressions and Abbreviations

1.  The words and abbreviations specified are—

(a) “LIMITED” or (with or without full stops) the abbreviation “LTD”;

(b) “CYFYNGEDIG” or (with or without full stops) the abbreviation “CYF”;

(c) “UNLIMITED”; and

(d) “ANGHYFYNGEDIG”.

2.  The words and abbreviations specified as similar to the words and abbreviations set out in inverted commas in paragraph 1(a) and (b) and the words specified as similar to the words set out in inverted commas in paragraph 1(c) and (d) are any in which—

(a) one or more permitted characters has been omitted;

(b) one or more permitted characters has been added; or

(c) each of one or more permitted characters has been substituted by one or more other permitted characters,

in such a way as to be likely to mislead the public as to the legal form of a company or business if included in the registered name of the company or in a business name.

3.  The expressions and abbreviations specified are—

(a) “PUBLIC LIMITED COMPANY” or (with or without full stops) the abbreviation “PLC”;

(b) “CWMNI CYFYNGEDIG CYHOEDDUS” or (with or without full stops) the abbreviation “CCC”;

(c) “COMMUNITY INTEREST COMPANY” or (with or without full stops) the abbreviation “CIC”;

(d) “CWMNI BUDDIANT CYMUNEDOL” or (with or without full stops) the abbreviation “CBC”;

(e) “COMMUNITY INTEREST PUBLIC LIMITED COMPANY” or (with or without full stops) the abbreviation “COMMUNITY INTEREST PLC”;

(f) “CWMNI BUDDIANT CYMUNEDOL CYHOEDDUS CYFYNGEDIG” or (with or without full stops) the abbreviation “CWMNI BUDDIANT CYMUNEDOL CCC”;

(g) “RIGHT TO ENFRANCHISEMENT” or (with or without full stops) the abbreviation “RTE”;

(h) “HAWL I RYDDFREINIAD”;

(i) “RIGHT TO MANAGE” or (with or without full stops) the abbreviation “RTM”;

(j) “CWMNI RTM CYFYNGEDIG”;

(k) “EUROPEAN ECONOMIC INTEREST GROUPING” or (with or without full stops) the abbreviation “EEIG”;

(l) “INVESTMENT COMPANY WITH VARIABLE CAPITAL”;

(m) “CWMNI BUDDSODDI Â CHYFALAF NEWIDIOL”;

(n) “LIMITED PARTNERSHIP”;

(o) “PARTNERIAETH CYFYNGEDIG”;

(p) “LIMITED LIABILITY PARTNERSHIP”;

(q) “PARTNERIAETH ATEBOLRWYDD CYFYNGEDIG”;

(r) “OPEN-ENDED INVESTMENT COMPANY”;

(s) “CWMNI BUDDSODDIAD PENAGORED”;

(t) “CHARITABLE INCORPORATED ORGANISATION”;

(u) “SEFYDLIAD ELUSENNOL CORFFOREDIG”;

(v) “INDUSTRIAL AND PROVIDENT SOCIETY”;

(w) “CO-OPERATIVE SOCIETY”

(x) “COMMUNITY BENEFIT SOCIETY”; and

(y) the following abbreviations (with or without full stops) of the expressions specified in sub-paragraphs (n), (o), (p), (q), (t) and (u) respectively, namely “LP”, “PC”, “LLP”, “PAC”, “CIO” and “SEC”.

4.  The expressions and abbreviations specified as similar to the expressions and abbreviations set out in inverted commas in paragraph 3 are any in which—

(a) one or more permitted characters has been omitted;

(b) one or more permitted characters has been added; or

(c) each of one or more permitted characters has been substituted by one or more other permitted characters,

in such a way as to be likely to mislead the public as to the legal form of a company or business if included in the registered name of the company or in a business name.

Regulations 7 and 8

SCHEDULE 3 Name same as another in the Registrar’s Index of Company Names

1.  In determining whether a name is the same as another name appearing in the registrar’s index of company names the provisions in this Schedule are to be applied in the order set out in the Schedule.

2.  Regard each permitted character set out in column 1 of the table to this paragraph as the same as a corresponding permitted character, or combination of permitted characters, in column 2.

3.  Taking the name remaining after the application of paragraph 2, disregard any word, expression or abbreviation set out in inverted commas in Schedule 2 where it appears at the end of the name.

4.—(1) Taking the name remaining after the application of paragraphs 2 and 3, regard each of the words, expressions, signs and symbols set out in inverted commas in any of the paragraphs of sub-paragraph (2) (“relevant matters”) as the same as the other relevant matters set out in that paragraph where each relevant matter—

(a) is preceded by and followed by a blank space; or

(b) where the relevant matter is at the beginning of the name, where it is followed by a blank space.

(2) The words, expressions, signs and symbols are—

(a) “AND” and “&”;

(b) “PLUS” and “+”;

(c) “0”, “ZERO” and “O”;

(d) “1” and “ONE”;

(e) “2”, “TWO”, “TO” and “TOO”;

(f) “3” and “THREE”;

(g) “4”, “FOUR” and “FOR”;

(h) “5” and “FIVE”;

(i) “6” and “SIX”;

(j) “7” and “SEVEN”;

(k) “8” and “EIGHT”;

(l) “9” and “NINE”;

(m) “£” and “POUND”;

(n) “€” and “EURO”;

(o) “$” and “DOLLAR”;

(p) “¥” and “YEN”;

(q) “%”, “PER CENT”, “PERCENT”, “PER CENTUM” and “PERCENTUM”; and

(r) “@” and “AT”.

5.—(1) Taking the name remaining after the application of paragraphs 2 to 4, disregard at the end of the name the matters set out in inverted commas in sub-paragraph (2) (or any combination of such matters) where the matter (or combination) is preceded by a blank space or by the following punctuation or symbol in inverted commas—

(a) a full stop; or

(b) “@”.

(2) The matters are—

(a) “& CO”;

(b) “& COMPANY”;

(c) “AND CO”;

(d) “AND COMPANY”;

(e) “BIZ”;

(f) “CO”;

(g) “CO UK”;

(h) “CO.UK”;

(i) “COM”;

(j) “COMPANY”;

(k) “EU”;

(l) “GB”;

(m) “GREAT BRITAIN”;

(n) “NET”;

(o) “NI”;

(p) “NORTHERN IRELAND”;

(q) “ORG”;

(r) “ORG UK”;

(s) “ORG.UK”;

(t) “UK”;

(u) “UNITED KINGDOM”;

(v) “WALES”;

(w) “& CWMNI”;

(x) “A’R CWMNI”;

(y) “CWMNI”;

(z) “CYM”;

(aa) “CYMRU”;

(bb) “DU”;

(cc) “PF”;

(dd) “PRYDAIN FAWR”; and

(ee) “Y DEYRNAS UNEDIG”.

(3) The matters in sub-paragraph (2) include any matter in inverted commas that is preceded by and followed by brackets set out in column 2 of table 2 in Schedule 1.

6.  Taking the name remaining after the application of paragraphs 2 to 5, disregard the following matters in any part of the name—

(a) any punctuation set out in regulation 2(2)(c) or in column 2 of table 2 in Schedule 1; and

(b) the following words and symbols set out in inverted commas—

(i) “*”;

(ii) “=”; and

(iii) “#”.

7.  Taking the name remaining after the application of paragraphs 2 to 6, disregard the letter “S” at the end of the name.

8.—(1) Taking the name remaining after the application of paragraphs 2 to 7, disregard any permitted character after the first 60 permitted characters of the name.

(2) For the purposes of computing the number of permitted characters in this paragraph, any blank space between one permitted character and another in the name shall be counted as though it was a permitted character.

9.  Taking the name remaining after the application of paragraphs 2 to 8, disregard the following matters or any combination of the following matters set out in inverted commas where they appear at the beginning of the name—

(a) “@”;

(b) “THE” (but only where followed by a blank space); and

(c) “WWW”.

10.  Taking the name remaining after the application of paragraphs 2 to 9, disregard blank spaces between permitted characters.

Regulations 9 and 18

SCHEDULE 4 Specified “Public Authorities” and list of Government Departments and other bodies whose views must be sought

Column (1)	Column (2)
Public authority	Government department or other body whose view must be sought
Accounts Commission for Scotland	Accounts Commission for Scotland
Audit Commission for Local Authorities and the National Health Service in England	Audit Commission for Local Authorities and the National Health Service in England
Audit Scotland	Audit Scotland
Auditor General for Scotland	Auditor General For Scotland
Auditor General for Wales (known in Welsh as “Archwilydd Cyffredinol Cymru”)	Auditor General for Wales (known in Welsh as “Archwilydd Cyffredinol Cymru”)
Comptroller and Auditor General	Comptroller and Auditor General
Comptroller and Auditor General for Northern Ireland	Comptroller and Auditor General for Northern Ireland
Financial Reporting Council	Financial Reporting Council
Financial Conduct Authority	Financial Conduct Authority
Health and Safety Executive	Health and Safety Executive
House of Commons	The Corporate Officer of the House of Commons
House of Lords	The Corporate Officer of the House of Lords
Law Commission	Ministry of Justice
National Assembly for Wales (known in Welsh as “Cynulliad Cenedlaethol Cymru”)	National Assembly for Wales Commission (known in Welsh as “Comisiwn Cynulliad Cenedlaethol Cymru”)
National Assembly for Wales Commission (known in Welsh as “Comisiwn Cynulliad Cenedlaethol Cymru”)	National Assembly for Wales Commission (known in Welsh as “Comisiwn Cynulliad Cenedlaethol Cymru”)
Northern Ireland Assembly	Northern Ireland Assembly Commission
Northern Ireland Assembly Commission	Northern Ireland Assembly Commission
Northern Ireland Audit Office	Northern Ireland Audit Office
Office for Nuclear Regulation	Office for Nuclear Regulation
Prudential Regulation Authority	Prudential Regulation Authority
Regional Agency for Public Health and Social Well-being.	Regional Agency for Public Health and Social Well-being.
Regional Health and Social Care Board	Regional Health and Social Care Board
Scottish Law Commission	Scottish Law Commission
The Governor and Company of the Bank of England	The Governor and Company of the Bank of England
The Pensions Advisory Service	Department for Work and Pensions
The Scottish Parliament	The Scottish Parliamentary Corporate Body
The Scottish Parliamentary Corporate Body	The Scottish Parliamentary Corporate Body
Wales Audit Office (known in Welsh as “Swyddfa Archwilio Cymru”)	Wales Audit Office (known in Welsh as “Swyddfa Archwilio Cymru”)

Regulation 11

SCHEDULE 5 Amendment to the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009

1.  The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 are amended as follows.

2.  In regulation 9, for section 57 of the Act, as applied with modifications by that regulation, substitute—

“57    Permitted characters etc

(1) The provisions of the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 relating to the characters, signs or symbols and punctuation that may be used in a registered name apply to LLPs.

(2) Those provisions are—

(a) regulation 2 and Schedule 1, and

(b) any other provisions of those Regulations having effect for the purpose of those provisions.

(3) In those provisions as they apply to LLPs—

(a) for “company” substitute “LLP”, and

(b) for “the Act” substitute “the Limited Liability Partnerships Act 2000”.

(4) An LLP may not be registered under the Limited Liability Partnerships Act 2000 by a name that consists of or includes anything that is not permitted in accordance with the provisions applied by this section.”

3.  In regulation 10, for section 65 of the Act, as applied with modifications by that regulation, substitute—

“65    Inappropriate use of indications of company type or legal form

(1) The provisions of the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 relating to inappropriate use of indications of company type or legal form apply to LLPs.

(2) Those provisions are—

(a) regulation 4 and Schedule 2, and

(b) any other provisions of those Regulations having effect for the purpose of those provisions.

(3) As applied to LLPs regulation 4 is modified so as to read as follows—

“Inappropriate indication of legal form: generally applicable provisions

4.— (1) An LLP must not be registered under the Limited Liability Partnerships Act 2000 by a name that includes in any part of the name—

(a) an expression or abbreviation specified in inverted commas in paragraph 3(a) to (o) or (r) to (y) in Schedule 2 (other than the abbreviation “LLP” or “PAC” (with or without full stops) at the end of its name), or

(b) an expression or abbreviation specified as similar.

(2) An LLP must not be registered under the Limited Liability Partnerships Act 2000 by a name that includes, immediately before the expression “LIMITED LIABILITY PARTNERSHIP” OR “PARTNERIAETH ATEBOLRWYDD CYFYNGEDIG” or the abbreviations “LLP” or “PAC”, an abbreviation specified in inverted commas in paragraph 3(y) of that Schedule (or any abbreviation specified as similar)”.”

4.  In regulation 11, for section 66 of the Act, as applied with modifications by that regulation, substitute—

“66    Name not to be the same as another in the index

(1) An LLP must not be registered under the Limited Liability Partnerships Act 2000 by a name that is the same as another name appearing in the registrar’s index of company names.

(2) The provisions of the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 supplementing this section apply to LLPs.

(3) Those provisions are—

(a) regulation 7 and Schedule 3 (matters that are to be disregarded and words, expressions, signs and symbols that are to be regarded as the same),

(b) regulation 8 (consent to registration of a name which is the same as another in the registrar’s index of company names), and

(c) any other provisions of those Regulations having effect for the purpose of those provisions.

(4) In regulation 8 as applied to LLPs—

(a) for “a company” or “the company” substitute “an LLP” or “the LLP”,

(b) for “Company Y” substitute “LLP Y”, and

(c) in paragraph (1), for “the Act” substitute “the Limited Liability Partnerships Act 2000”.”

5.  In regulation 14, for sections 82 and 83 of the Act, as applied with modifications by that regulation, substitute—

“82    Requirements to disclose LLP name etc

(1) The provisions of the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 relating to Trading Disclosures apply to LLPs.

(2) As they apply to LLPs—

(a) read references to a company as references to an LLP;

(b) read references to a director as references to a member of an LLP;

(c) read references to an officer of a company as references to a designated member of an LLP;

(d) in regulation 25 (further particulars to appear in business letters, order forms and websites), for paragraphs (2)(d) to (f) and (3) substitute—

“(d) in the case of an LLP whose name ends with the abbreviation “llp”, “LLP”, “pac” or “PAC”, the fact that it is an LLP or a partneriaeth atebolrwydd cyfyngedig.”;

(e) in regulation 26 (disclosure of names of members)—

(i) at the beginning of paragraph (1) insert “Subject to paragraph (3),” and

(ii) after paragraph (2) insert—

“(3) Paragraph (1) does not apply in relation to any document issued by an LLP with more than 20 members which maintains at its principal place of business a list of the names of all the members if the document states in legible characters the address of the principal place of business of the LLP and that the list of the members’ names is open to inspection at that place.

(4) Where an LLP maintains a list of the members’ names for the purposes of paragraph (3), any person may inspect the list during office hours.”;

(f) omit regulation 28(3) (offences: shadow directors).

83    Civil consequences of failure to make required disclosure

(1) This section applies to any legal proceedings brought by an LLP to which section 82 applies (requirement to disclose LLP name etc) to enforce a right arising out of a contract made in the course of a business in respect of which the LLP was, at the time the contract was made, in breach of the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015.

(2) The proceedings shall be dismissed if the defendant (in Scotland, the defender) to the proceedings shows—

(a) that he has a claim against the claimant (pursuer) arising out of the contract that he has been unable to pursue by reason of the latter’s breach of the regulations, or

(b) that he has suffered some financial loss in connection with the contract by reason of the claimant’s (pursuer’s) breach of the regulations,

unless the court before which the proceedings are brought is satisfied that it is just and equitable to permit the proceedings to continue.

(3) This section does not affect the right of any person to enforce such rights as he may have against another person in any proceedings brought by that person.”.

6.  In regulation 15, for section 85 of the Act, as applied with modifications by that regulation, substitute—

“85    Minor variation in form of name to be left out of account

(1) For the purposes of this Chapter, in considering an LLP’s name no account is to be taken of—

(a) whether upper or lower case characters (or a combination of the two) are used,

(b) whether diacritical marks or punctuation are present or absent,

provided there is no real likelihood of names differing only in those respects being taken to be different names.

(2) This does not affect the operation of provisions of the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 permitting only specified characters or punctuation.”.

Regulation 30

SCHEDULE 6 Revocations and consequential amendments

1.  The following Regulations are revoked—

(a) The Company and Business Names (Miscellaneous Provisions) Regulations 2009(1);

(b) The Company, Limited Liability Partnership and Business Names (Miscellaneous Provisions) (Amendment) Regulations 2009(2);

(c) The Company, Limited Liability Partnership and Business Names (Public Authorities) Regulations 2009(3);

(d) The Companies (Trading Disclosures) Regulations 2008(4);

(e) The Companies (Trading Disclosures) (Amendment) Regulations 2009(5).

2.  In the European Economic Interest Grouping Regulations 1989(6)—

(a) in regulation 10(1)(a), for “Company and Business Names (Miscellaneous Provisions) Regulations 2009” substitute “Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015”; and

(b) in regulation 10(1)(c), for “(v)” substitute “(y)”.

3.  In the Transport Act 2000(7), for section 56(5)(e) substitute—

“(e) regulation 28(3) of the Companies, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 (liability for offence), as it applies in relation to an offence under regulation 26 (disclosure of names of directors).”

4.  In Schedule 1 to the Enterprise Act 2002 (Part 8 Domestic Infringements) Order 2003(8) for the entry for the Company (Trading Disclosure) Regulations 2008, substitute the following entry—

“Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015

Part 6 of the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 and any other provision of those Regulations having effect for the purpose of Part 6”

5.  In the Registrar of Companies and Application for Striking Off Regulations 2009(9), for the table in the Schedule substitute—

6.  In paragraph 1 of Schedule 6 to the Investment Bank Special Administration Regulations 2011(10), in the list of secondary legislation, for “Companies (Trading Disclosures) Regulations 2008” substitute “Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015”.

(1)

S.I 2009/1085, amended by S.I. 2009/2404 and 2014/1815.

(2)

S.I. 2009/2404.

(3)

S.I. 2009/2982, amended by S.I. 2012/2007, 2013/472, 2013/1466 and 2014/469.

(4)

S.I. 2008/495, amended by S.I. 2009/218.

(5)

S.I. 2009/218.

(6)

S.I. 1989/638, amended by S.I. 2009/2399; there are other amending instruments but none is relevant.

(7)

2000 c. 38. Section 56(5) was amended by S.I. 2007/2194 and 2009/1941; there are other amending instruments but none is relevant.

(8)

S.I. 2003/1593. Schedule 1 was amended by S.I. 2009/218 and 2011/1265; there are other amending instruments but none is relevant.

(9)

S.I. 2009/1803, to which there are amendments not relevant to these Regulations.

(10)

S.I. 2011/245, to which there are amendments not relevant to these Regulations.