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 was a 'right to manage' company even though the letters 'RTM' were missing from its name

Section 73 of the Commonhold and Leasehold Reform Act 2002 explains when a company will be regarded as a right to manage (RTM) company. At issue before the Upper Tribunal (Lands Chamber) in Fairhold Mercury Ltd v HQ (Block 1) Action Management Company Ltd [2013] UKUT 487 (LC) was whether a company with the name 'HQ (Block 1) Action Management Company Limited' and meeting the requirements of section 73 was an RTM company where the letters 'RTM' were missing from its name. The Tribunal held that it could be regarded as an RTM company and rejected the argument that there was an overarching rule of public policy on the names of companies, supplementing the relevant statutory provisions, which if broken altered the status of a company.

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.

BVI: FSC consults on Business Companies Act changes

The British Virgin Islands Financial Services Commission is proposing changes to the Business Companies Act 2004 following recommendations made by a company law advisory committee. A draft of the BVI Business Companies (Amendment) Act 2011 and the BVI Companies Regulations 2011 have been published for comment: see, respectively, here (pdf) and here (pdf). Explanatory notes are available here (pdf). The changes cover, amongst other things, company names, the duties of alternate directors, the registration of charges and the creation of a new type of company: the not for profit company.

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: decisions of the Company Names Tribunal

The Company Names Tribunal was introduced by the Companies Act (2006) to deal with disputes concerning opportunistic company name registrations. It started work in October 2008. Section 69 of the 2006 Act sets out the the grounds on which an applicant can object to a company's registered name. One such ground is where a company's registered name is the same as a name associated with the applicant in which he has goodwill. A couple of Tribunal decisions have been published this week: see here. Thus far all applications have been successful. Information about the Tribunal's role is available here. 

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. 

UK: first decision of the Company Names Tribunal

The Company Names Tribunal was introduced by the Companies Act (2006) to deal with disputes concerning opportunistic company name registrations. It started operating on 1 October 2008. Under Section 69 of the 2006 Act:

(1) A person ( “the applicant”) may object to a company's registered name on the ground-

(a) that it is the same as a name associated with the applicant in which he has had goodwill, or

(b) that it is sufficiently similar to such a name that its use in the United Kingdom would be likely to mislead by suggesting a connection between the company and the applicant.

The Tribunal's decisions will be published here. The first decision has been published: see here. It concerned the registration, in February 2008, of the company name Coke Cola Limited. The applicants - The Coca-Cola Company - were, unsurprisingly, successful in their application under Section 69(1)(b) and a change of name order under Section 73 was made by the company names adjudicator. Further information about the Tribunal's remit is available here.