Ireland: a review of the Registration of Business Names Act 1963

Somewhat belatedly - for those who wanted to make a submission - I note that earlier this year the Department of Business, Enterprise and Innovation consulted on the operation of the Registration of Business Names Act 1963: see here.

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

The Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 were made a few days ago and come into force on 31 January: see here or here (pdf). This statutory instrument will consolidate several existing instruments relating to trading disclosures and company, limited liability partnership and business names. Further information is available in the accompanying explanatory memorandum: see here (pdf). An impact assessment has also been published: see here (pdf).

UK: FCA announcement on new disclosure rules and transparency rules

The Financial Conduct Authority has announced that it proposes to implement new Disclosure Rules and Transparency Rules, affecting issuers involved in the extractive or logging of primary forest industries, in January 2015: see here.

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

The Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2014 were laid before Parliament late last month and come into force on 31 January 2015: see here or here (pdf). An explanatory memorandum is available here (pdf).

The Regulations replace the Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2009 (S.I. 2009/2615) and reduce the list of sensitive words and expressions for which companies, limited liability partnerships and businesses need approval to use in their name.

UK: Company and business names consultation - Government response published

Earlier this year the Government consulted on options for the reform of the regulations concerning company and business names: see here (pdf). The consultation period ended in May and, a few days ago, the Government published its response and proposed actions: see here (pdf). Amongst other things, merging the various statutory instruments is proposed, as is a reduction in the number of words which require prior approval to be used as part of a company's name.

UK: Government consults on company law changes - company names and micro-entity financial reporting

The Government has announced some preliminary findings following its 'red tape challenge' in the field of company and commercial law: see here. Two consultations have also been launched. The first seeks views on possible changes to the Regulations regarding company and business: see here. The second concerns the implementation of Directive 2012/6/EU on the annual accounts of certain types of companies as regards micro-entities (the so-called 'Micros Directive'): see here. This consultation seeks views on the extent to which companies falling within the definition of micro-entity should receive the exemptions from certain financial reporting obligations which the Directive permits Member States to provide. More specific questions are asked with regard to the introduction and implementation of these exemptions.

UK: BIS seeks views on various company law matters

As part of a wider review of legislation (known as the "red tape challenge"), the Department for Business, Innovation and Skills has published a consultation paper in which it seeks views on several company law matters including business names, the register of members, filing obligations and the role of penalties and enforcement: see here (pdf). Responses can be made (and read) online: see here.

UK: Scotland: director's liability for company debts following reuse of company name

Lord Bannatyne, sitting in the Court of Session (Outer House), gave his opinion in Advocate General for Scotland v Reilly [2011] CSOH 141 last month. In doing so found that a director was liable under Section 217 of the Insolvency Act (1986), which provides for the personal liability of company directors in respect of a company's debts following a contravention of Section 216. Section 216 imposes criminal liability where, broadly put, a director acts in regard to a company containing a prohibited name without the leave of the court. A prohibited name in these circumstances is one identical to, or so similar as to suggest an association with, a company that has gone into insolvent liquidation with which that director was involved.

In the current case, the company names were "Aqua Seal IT Ltd" and "Aquaseal UK". Lord Bannatyne said that these names were very similar but did not contain a unique identifier such as a personal name. He noted, too, the argument that Aquaseal was a generic term used by companies providing wall and roof coverings. However, he said that the comparison should be made by looking at all of the circumstances in which the names were used or were likely to be used, including the fact that the two companies carried out very similar work and both traded from premises in Glasgow. This led him to conclude that the use of the name "Aquaseal UK Ltd" was so similar as to suggest an association with "Aqua Seal IT Ltd".

UK: the Company, Limited Liability Partnership and Business Names (Public Authorities) Regulations 2009

A draft copy of the Company, Limited Liability Partnership and Business Names (Public Authorities) Regulations 2009 was published on OPSI earlier this week: see here (html) and here (pdf). The accompanying explanatory memorandum explains:

The Regulation specifies 26 public authorities and, for each, the body that must be consulted by a person wishing to adopt a name that suggests a connection to it. These public authorities are all independent of HM Government and are thus not covered by the continuing requirement for prior approval for names that suggest connection to HM Government under section 54(1)(a) or 1193(1)(a) of the [Companies Act] 2006".

UK: the Companies Act 2006 and Limited Liability Partnerships (Transitional Provisions and Savings) (Amendment) Regulations 2009

The Companies Act 2006 and Limited Liability Partnerships (Transitional Provisions and Savings) (Amendment) Regulations 2009 were laid before Parliament on 10 September and come into force on 1 October 2009 (with the exception of paragraph (2) of regulation 2, which comes into force on 30 September and which will cause Section 22(2) of the Companies Act (2006) not to come into force on 1 October).

A copy of the Regulations has been published today on OPSI: see here (html) and here (pdf). The Regulations make amendments concerning: the property of a dissolved company or limited liability partnership; entrenched provisions of a company's articles of association; and company and business names which suggest a connection with the Welsh Assembly Government. Further information is available in the accompanying explanatory memorandum.

UK: the Company and Business Names (Miscellaneous Provisions) Regulations 2009

The Company and Business Names (Miscellaneous Provisions) Regulations 2009 were laid before Parliament on 28 April 2009 and come into force on 1 October 2009. The Regulations have been published on OPSI: see here (html) and here (pdf). The accompanying explanatory memorandum is available here (pdf). The Regulations set out certain requirements and prohibitions with regard to the names of companies registered under the Companies Act (2006). They prescribe, for example, those characters, signs, symbols and punctuation which can be used.