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Sensitive words and expressions
1. What are 'sensitive words and expressions'?
These are words and expressions that, when used in a company name, may imply
business pre-eminence, a particular status or a specific function. For this
reason, they have been prescribed in regulations as requiring the approval of
the Secretary of State. The aim is to ensure that use of the word is justified
so that the public is not misled by the name. We act on behalf of the Secretary
of State in dealing with applications for approval of such words and
expressions.
Approval by the Secretary of State is confined to the use of certain words or
expressions in the company name. Approval does not imply approval of a company's
aims and objectives.
2. What types of words and expressions are sensitive?
The following words imply national or international pre-eminence:
- British - approval of this word in your company name will depend on
how it is used. Normally the Secretary of State would expect the company to be
British owned. You would need to show that the company is pre-eminent in its
field by providing supporting evidence from an independent source such as a
Government department or a trade association.
If the word 'British' is qualified by words that do not describe an
activity or product, for example by using a 'made-up' word, then evidence of
pre-eminence is not necessarily essential. But you would be expected to show
that your company is substantial in relation to its activity or product and
that it is eminent in its own field.
- England, English, Scotland, Scottish, Wales, Welsh, Ireland or
Irish - if you wish to use these words as a prefix to your company
name, the rules are similar to those for 'British'. You will usually be given
approval to use any of these words as a suffix if you show that the company
has its main place of business in the country concerned. If you want to use
one of these words because it is a surname, you will usually be given approval
if the company name includes forenames or initials.
- European - names which include this word will not be approved if
they unjustifiably imply a connection with official bodies of the European
Union. If there is a genuine connection with an official body, the name may be
allowed if the appropriate body supports the application.
- Great Britain or United Kingdom - if you wish to use these
expressions as a prefix, or to use 'of Great Britain' or 'of the United
Kingdom' as a suffix, then the criteria are the same as for 'British'. If the
words are used as a suffix to the name, they are normally allowed
without difficulty. Using the initials 'GB' or 'UK' in your company name does
not require approval.
- International - if you wish to use this word as a prefix,
you need to show that the major part of the company's activities is in trading
overseas. If you wish to use it as a suffix, then approval will usually
be given if you can show that the company operates in two or more overseas
countries.
- National - the criteria for use of this word are the same as for
'British'.
The following words imply business pre-eminence or
representative or authoritative status:
- association, federation or society - if you wish to use one
of these words, your company would normally be limited by guarantee. Each
member should have one vote and the constitution should contain a non-profit
distribution clause. This provides that any profits should be used to further
the objects of the company and not be paid to the members as dividends.
- authority, board or council - if you want to use any of
these words, you should ask us for advice.
- institute or institution - approval for use of these words
is normally given only to those organisations which are carrying out research
at the highest level or to professional bodies of the highest standing. You
will need to show us that there is a need for the proposed institute and that
it has appropriate regulations or examination standards. You will need
evidence of support from other representative and independent bodies. The
criteria are fully explained in the questionnaire you will receive when you
apply for a company name that includes one of these words.
The
following words imply specific objects or functions:
- assurance, assurer, insurance, insurer, re-assurance, re-assurer,
re-insurance or re-insurer - if the name is needed for an
underwriting company, we will normally seek further advice. However, if you
want to use the name for a company that will only provide insurance services,
then you should include the appropriate qualification, for example 'agents',
'consultants' or 'services', in the name.
- benevolent, foundation or fund - names that include any of
these words will normally be refused if they imply that the company has
charitable status. If the company is linited by guarantee and has a non-profit
distribution clause in the memorandum of association, then the name will
normally be approved.
- charter or chartered - names that include these words will
be refused if they unjustifiably give the impression that the company has a
Royal Charter. If the words are used to qualify a profession, we will seek the
advice of the appropriate governing body before considering whether to give
approval.
- charity - approval for a name including this word normally depends
on the company being registered with the Charity Commission. A company's
objects should be charitable and the memorandum should contain a non-profit
distribution clause.
- chemist or chemistry - if you want to use these words, you
should ask for advice.
- co-operative - any company wanting to use this word should normally
be limited by guarantee with each member having one vote, and include a
non-profit distribution clause in the memorandum of association. However, a
companylimited by shares may also be permitted to use 'co-operative' in
its name in some circumstances. In either case, we may ask you to provide more
detailed information before giving approval.
- Friendly Society or Industrial and Provident Society
- we will refer names which include these expressions to the Registrar of
Friendly Societies for advice. If you want to use them in your company name,
you should first ask.
- group - if use of this word implies several companies
under one corporate ownership, then you will need to provide evidence of
association with two or more other British or overseas companies. If the name
clearly shows that the company is to promote the interests of a group of
individuals, then the name will normally be approved.
- holding(s) - a company wishing to use this word must be a holding
company as defined under section 736 of the Companies Act 1985.
- patent or patentee - a name including either word will only
be approved if it does not contravene the Copyright, Designs and Patent Act
1988.
- post office - we are likely to seek advice on applications that
include these words.
- register or registered - we treat every application for use
of these words on its merits. Generally, we will seek advice from the
appropriate governing body if names that include these words are linked with a
professional qualification. The name will not be registered if it
unjustifiably implies a connection with HM Government or a local authority. If
such a connection actually exists, the name may be allowed if the appropriate
body supports the application.
- Sheffield - if you wish to use a name that includes the word
'Sheffield', we will need to establish details of the company's location and
its business activities. We will also consult the Company of Cutlers in
Hallamshire.
- stock exchange - names including this expression will normally be
refused unless there are special circumstances.
- trade union - names including this expression will normally be
refused unless they conform to legislation relating to trade unions.
- trust - the word 'trust' can be used in many different senses. Each
application is dealt with on its merits but the main uses of this word are as
follows:
charitable trust - these companies need to have charitable objects
and a non-profit distribution clause in the memorandum of association. You
will be asked for confirmation that you have made, or will make, an
application for registration as a charity with the Charity Commission.
Scottish companies wishing to use the expression 'charitable trust' will need
to apply to the Inland Revenue in Edinburgh as the Charity Commission has no
jurisdiction in Scotland.
educational trust or artistic trust - such companies should
have a non-profit distribution clause in the memorandum of association and the
name should reflect the nature of the trust. The promoters should be of high
standing in the field.
enterprise trust - these companies must have a non-profit
distribution clause in the memorandum of association and they must be able to
provide evidence of support from, for example, local authorities, businesses
or banks.
family trust - such companies must be non-profit distributing and
the objects must reflect the nature of the trust. Names of family trusts will
usually be approved if the name as a whole identifies the company as such.
financial trust or investment trust - if you wish to use
these expressions, you will need to provide a written assurance that
substantial paid-up capital or other funds will be achieved within a
reasonable period after incorporation.
pensions or staff trust - the names of such companies must
include the name of the parent company, and the objects of the company must
include the operation of pension funds.
unit trust - if you wish to use this as part of your company name,
you should seek our advice.
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