Directions to change a company name - Company Name Registration FAQs

A direction is a legal document issued by the Secretary of State requiring a company to change its name. Companies House issues directions on behalf of the Secretary of State. A direction will be issued if we uphold an objection made on grounds of a name being 'too like' an existing company name. Any company directed to change its name must pass a special resolution and register the change at Companies House within 12 weeks of the date of the direction.

The Secretary of State can also issue a direction for other reasons, for example if a name is identical to an existing company name or if misleading information was supplied when a sensitive name was approved.

The Secretary of State has statutory powers to direct a company to change its name in certain circumstances. On behalf of the Secretary of State, Companies House is responsible for reviewing objections to company names on grounds of one company name being 'too like' an existing company 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:

When considering whether one company name is 'too like' an existing company name Companies House, on behalf of the Secretary of State, is only concerned with the visible appearance or sound of the two names. We do not take into account external factors such as geographic location, trading activities, share ownership or whether a company is dormant. In addition we take no account of a name or part of a name that is a registered trade mark.

Normally, if the names differ by only a few characters or minor differences they are likely to be 'too like', for example, H & S Consultants Limited and H & S Consulting Limited. Most examples of too like names also suggest a certain level of confusion but this is not the basis for directing a company to change its name.

If the names differ by one or more words, especially longer descriptive words they are unlikely to be 'too like'. For example, an existing company, H & S Consultants Limited might justifiably complain that the registration of H & S Consultants (Cardiff) Limited is a cause of confusion. This might well be the case but the names are not 'too like' under the Companies Act and the Secretary of State would be unlikely to issue a direction in these circumstances. However, this does not prevent a company from taking legal action for passing off but this is outside the Companies Acts. If you are uncertain please contact Companies House.

Examples where a direction would be issued include:

• If they differ in the use of symbols such as "@", "*", or "+";
• If the names differ by short words, particularly when these words are of a generic nature such as "GB", "UK", or ".com";
• If the names differ by certain slightly longer words, such as "exports" or "services", when they have substantial or very distinctive elements in common.

The Secretary of State can only consider the visible appearance or sound of the names. He cannot consider whether there is evidence of 'implied association' and the possibility of confusion because people might think the company is associated with or a member of an existing group through ownership.

We can only consider "too like" objections to the full registered name of a company. We cannot consider objections in respect of companies who adopt business or trading names. In addition the legislation does not apply to unincorporated businesses such as partnerships or sole proprietors. Objections about a name or part of a name for which rights to a logo, trade mark, service mark, copyright, patent or any other proprietary rights exist are also excluded.

The Secretary of State's powers are discretionary and we consider each case on its merits, although the rules governing 'too like' names are well established. If following an objection, the Secretary of State intends to direct a company to change its name Companies House will write to the company to explain the nature of the objection and the limited scope for appeal. If we reject the company's appeal we will issue a direction requiring the company to change its name within 12 weeks. If we accept the appeal we will confirm this in writing.

The Secretary of State may direct a company 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; or
• 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. The company must comply with this direction within six weeks unless they make an application to the Court to set it aside.

No. You can only make objections on grounds of 'too like' after Companies House has registered the company. We can only reject identical or 'same as' names before registration.

To avoid the possibility of a 'too like' objection, we advise customers to make a search of the Index of Company Names before they apply to form a company or change the name of an existing company. Searching the Index of Company Names could also avoid:

• confusion with other companies with a poor filing or trading record;
• a 'passing off' action in civil law; or
• action for trade mark infringement.

From 1 October 2008 the Companies Act 2006 introduces new provisions allowing any person or company to object to a company name for "opportunistic registration" if the company's name is:

• the same as a name associated with the complainant in which he has goodwill; or
• so similar that its use in the United Kingdom would likely to mislead by suggesting a connection between the company and the complainant.