|
| |
|
62 | Continuation of existing exemption: companies limited by shares |
| |
(1) | This section applies to a private company limited by shares— |
| |
(a) | that on 25th February 1982— |
| |
(i) | was registered in Great Britain, and |
| |
(ii) | had a name that, by virtue of a licence under section 19 of the |
| 5 |
Companies Act 1948 (c. 38) (or corresponding earlier |
| |
legislation), did not include the word “limited” or any of the |
| |
permitted alternatives, or |
| |
(b) | that on 30th June 1983— |
| |
(i) | was registered in Northern Ireland, and |
| 10 |
(ii) | had a name that, by virtue of a licence under section 19 of the |
| |
Companies Act (Northern Ireland) 1960 (c. 22 (N.I.)) (or |
| |
corresponding earlier legislation), did not include the word |
| |
“limited” or any of the permitted alternatives. |
| |
(2) | A company to which this section applies is exempt from section 60 |
| 15 |
(requirement to have name ending with “limited” or permitted alternative) so |
| |
| |
(a) | it continues to meet the following two conditions, and |
| |
(b) | it does not change its name. |
| |
(3) | The first condition is that the objects of the company are the promotion of |
| 20 |
commerce, art, science, education, religion, charity or any profession, and |
| |
anything incidental or conducive to any of those objects. |
| |
(4) | The second condition is that the company’s articles— |
| |
(a) | require its income to be applied in promoting its objects, |
| |
(b) | prohibit the payment of dividends, or any return of capital, to its |
| 25 |
| |
(c) | require all the assets that would otherwise be available to its members |
| |
generally to be transferred on its winding up either— |
| |
(i) | to another body with objects similar to its own, or |
| |
(ii) | to another body the objects of which are the promotion of |
| 30 |
charity and anything incidental or conducive thereto, |
| |
| (whether or not the body is a member of the company). |
| |
63 | Continuation of existing exemption: companies limited by guarantee |
| |
(1) | A private company limited by guarantee that immediately before the |
| |
commencement of this Part— |
| 35 |
(a) | was exempt by virtue of section 30 of the Companies Act 1985 (c. 6) or |
| |
Article 40 of the Companies (Northern Ireland) Order 1986 (S.I. 1986/ |
| |
1032 (N.I. 6)) from the requirement to have a name including the word |
| |
“limited” or a permitted alternative, and |
| |
(b) | had a name that did not include the word “limited” or any of the |
| 40 |
| |
| is exempt from section 60 (requirement to have name ending with “limited” or |
| |
permitted alternative) so long as it continues to meet the following two |
| |
conditions and does not change its name. |
| |
(2) | The first condition is that the objects of the company are the promotion of |
| 45 |
commerce, art, science, education, religion, charity or any profession, and |
| |
anything incidental or conducive to any of those objects. |
| |
|
| |
|
| |
|
(3) | The second condition is that the company’s articles— |
| |
(a) | require its income to be applied in promoting its objects, |
| |
(b) | prohibit the payment of dividends to its members, and |
| |
(c) | require all the assets that would otherwise be available to its members |
| |
generally to be transferred on its winding up either— |
| 5 |
(i) | to another body with objects similar to its own, or |
| |
(ii) | to another body the objects of which are the promotion of |
| |
charity and anything incidental or conducive thereto, |
| |
| (whether or not the body is a member of the company). |
| |
64 | Exempt company: restriction on amendment of articles |
| 10 |
| |
(a) | that is exempt under section 62 or 63 from the requirement to use |
| |
“limited” (or a permitted alternative) as part of its name, and |
| |
(b) | whose name does not include “limited” or any of the permitted |
| |
| 15 |
| must not amend its articles so that it ceases to comply with the conditions for |
| |
exemption under that section. |
| |
(2) | If subsection (1) above is contravened an offence is committed by— |
| |
| |
(b) | every officer of the company who is in default. |
| 20 |
| For this purpose a shadow director is treated as an officer of the company. |
| |
(3) | A person guilty of an offence under this section is liable on summary |
| |
conviction to a fine not exceeding level 5 on the standard scale and, for |
| |
continued contravention, to a daily default fine not exceeding one-tenth of |
| |
level 5 on the standard scale. |
| 25 |
(4) | Where immediately before the commencement of this section— |
| |
(a) | a company was exempt by virtue of section 30 of the Companies Act |
| |
1985 (c. 6) or Article 40 of the Companies (Northern Ireland) Order 1986 |
| |
(S.I. 1986/1032 (N.I. 6)) from the requirement to have a name including |
| |
the word “limited” (or a permitted alternative), and |
| 30 |
(b) | the company’s memorandum or articles contained provision |
| |
preventing an alteration of them without the approval of— |
| |
(i) | the Board of Trade or a Northern Ireland department (or any |
| |
other department or Minister), or |
| |
(ii) | the Charity Commission, |
| 35 |
| that provision, and any condition of any such licence as is mentioned in section |
| |
62(1)(a)(ii) or (b)(ii) requiring such provision, shall cease to have effect. |
| |
| This does not apply if, or to the extent that, the provision is required by or |
| |
under any other enactment. |
| |
(5) | It is hereby declared that any such provision as is mentioned in subsection |
| 40 |
(4)(b) formerly contained in a company’s memorandum was at all material |
| |
times capable, with the appropriate approval, of being altered or removed |
| |
under section 17 of the Companies Act 1985 or Article 28 of the Companies |
| |
(Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)) (or corresponding |
| |
| 45 |
|
| |
|
| |
|
65 | Power to direct change of name in case of company ceasing to be entitled to |
| |
| |
(1) | If it appears to the Secretary of State that a company whose name does not |
| |
include “limited” or any of the permitted alternatives— |
| |
(a) | has ceased to be entitled to exemption under section 61(1)(a) or (b), or |
| 5 |
(b) | in the case of a company within section 62 or 63 (which impose |
| |
conditions as to the objects and articles of the company)— |
| |
(i) | has carried on any business other than the promotion of any of |
| |
the objects mentioned in subsection (3) of section 62 or, as the |
| |
case may be, subsection (2) of section 63, or |
| 10 |
(ii) | has acted inconsistently with the provision required by |
| |
subsection (4)(a) or (b) of section 62 or, as the case may be, |
| |
subsection (3)(a) or (b) of section 63, |
| |
| the Secretary of State may direct the company to change its name so that it ends |
| |
with “limited” or one of the permitted alternatives. |
| 15 |
(2) | The direction must be in writing and must specify the period within which the |
| |
company is to change its name. |
| |
(3) | A change of name in order to comply with a direction under this section may |
| |
be made by resolution of the directors. |
| |
| This is without prejudice to any other method of changing the company’s |
| 20 |
| |
(4) | Where a resolution of the directors is passed in accordance with subsection (3), |
| |
the company must give notice to the registrar of the change. |
| |
| Sections 80 and 81 apply as regards the registration and effect of the change. |
| |
(5) | If the company fails to comply with a direction under this section an offence is |
| 25 |
| |
| |
(b) | every officer of the company who is in default. |
| |
(6) | A person guilty of an offence under this section is liable on summary |
| |
conviction to a fine not exceeding level 5 on the standard scale and, for |
| 30 |
continued contravention, to a daily default fine not exceeding one-tenth of |
| |
level 5 on the standard scale. |
| |
(7) | A company that has been directed to change its name under this section may |
| |
not, without the approval of the Secretary of State, subsequently change its |
| |
name so that it does not include “limited” or one of the permitted alternatives. |
| 35 |
| This does not apply to a change of name on re-registration or on conversion to |
| |
a community interest company. |
| |
Inappropriate use of indications of company type or legal form |
| |
66 | Inappropriate use of indications of company type or legal form |
| |
(1) | The Secretary of State may make provision by regulations prohibiting the use |
| 40 |
in a company name of specified words, expressions or other indications — |
| |
(a) | that are associated with a particular type of company or form of |
| |
| |
(b) | that are similar to words, expressions or other indications associated |
| |
with a particular type of company or form of organisation. |
| 45 |
|
| |
|
| |
|
(2) | The regulations may prohibit the use of words, expressions or other |
| |
| |
(a) | in a specified part, or otherwise than in a specified part, of a company’s |
| |
| |
(b) | in conjunction with, or otherwise than in conjunction with, such other |
| 5 |
words, expressions or indications as may be specified. |
| |
(3) | A company must not be registered under the Companies Acts by a name that |
| |
consists of or includes anything prohibited by regulations under this section. |
| |
(4) | In this section “specified” means specified in the regulations. |
| |
(5) | Regulations under this section are subject to negative resolution procedure. |
| 10 |
| |
Similarity to other names |
| |
Similarity to other name on registrar’s index |
| |
67 | Name not to be the same as another in the index |
| |
(1) | A company must not be registered under this Act by a name that is the same as |
| 15 |
another name appearing in the registrar’s index of company names. |
| |
(2) | The Secretary of State may make provision by regulations supplementing this |
| |
| |
(3) | The regulations may make provision— |
| |
(a) | as to matters that are to be disregarded, and |
| 20 |
(b) | as to words, expressions, signs or symbols that are, or are not, to be |
| |
| |
| for the purposes of this section. |
| |
(4) | The regulations may provide— |
| |
(a) | that registration by a name that would otherwise be prohibited under |
| 25 |
this section is permitted— |
| |
(i) | in specified circumstances, or |
| |
(ii) | with specified consent, and |
| |
(b) | that if those circumstances obtain or that consent is given at the time a |
| |
company is registered by a name, a subsequent change of |
| 30 |
circumstances or withdrawal of consent does not affect the registration. |
| |
(5) | Regulations under this section are subject to negative resolution procedure. |
| |
68 | Power to direct change of name in case of similarity to existing name |
| |
(1) | The Secretary of State may direct a company to change its name if it has been |
| |
registered in a name that is the same as or, in the opinion of the Secretary of |
| 35 |
| |
(a) | a name appearing at the time of the registration in the registrar’s index |
| |
| |
(b) | a name that should have appeared in that index at that time. |
| |
|
| |
|
| |
|
(2) | The Secretary of State may make provision by regulations supplementing this |
| |
| |
(3) | The regulations may make provision— |
| |
(a) | as to matters that are to be disregarded, and |
| |
(b) | as to words, expressions, signs or symbols that are, or are not, to be |
| 5 |
| |
| for the purposes of this section. |
| |
(4) | The regulations may provide— |
| |
(a) | that no direction is to be given under this section in respect of a name— |
| |
(i) | in specified circumstances, or |
| 10 |
(ii) | if specified consent is given, and |
| |
(b) | that a subsequent change of circumstances or withdrawal of consent |
| |
does not give rise to grounds for a direction under this section. |
| |
(5) | Regulations under this section are subject to negative resolution procedure. |
| |
69 | Direction to change name: supplementary provisions |
| 15 |
(1) | The following provisions have effect in relation to a direction under section 68 |
| |
(power to direct change of name in case of similarity to existing name). |
| |
| |
(a) | must be given within twelve months of the company’s registration by |
| |
the name in question, and |
| 20 |
(b) | must specify the period within which the company is to change its |
| |
| |
(3) | The Secretary of State may by a further direction extend that period. |
| |
| Any such direction must be given before the end of the period for the time |
| |
| 25 |
(4) | If a company fails to comply with the direction, an offence is committed by— |
| |
| |
(b) | every officer of the company who is in default. |
| |
| For this purpose a shadow director is treated as an officer of the company. |
| |
(5) | A person guilty of an offence under this section is liable on summary |
| 30 |
conviction to a fine not exceeding level 3 on the standard scale and, for |
| |
continued contravention, a daily default fine not exceeding one-tenth of level |
| |
| |
Similarity to other name in which person has goodwill |
| |
70 | Objection to company’s registered name |
| 35 |
(1) | A person (“the applicant”) may object to a company’s registered name on the |
| |
| |
(a) | that it is the same as a name associated with the applicant in which he |
| |
| |
(b) | that it is sufficiently similar to such a name that its use in the United |
| 40 |
Kingdom would be likely to mislead by suggesting a connection |
| |
between the company and the applicant. |
| |
|
| |
|
| |
|
(2) | The objection must be made by application to a company names adjudicator |
| |
| |
(3) | The company concerned shall be the primary respondent to the application. |
| |
| Any of its members or directors may be joined as respondents. |
| |
(4) | If the ground specified in subsection (1)(a) or (b) is established, it is for the |
| 5 |
| |
(a) | that the name was registered before the commencement of the activities |
| |
on which the applicant relies to show goodwill; or |
| |
| |
(i) | is operating under the name, or |
| 10 |
(ii) | is proposing to do so and has incurred substantial start-up costs |
| |
| |
(iii) | was formerly operating under the name and is now dormant; |
| |
| |
(c) | that the name was registered in the ordinary course of a company |
| 15 |
formation business and the company is available for sale to the |
| |
applicant on the standard terms of that business; or |
| |
(d) | that the name was adopted in good faith; or |
| |
(e) | that the interests of the applicant are not adversely affected to any |
| |
| 20 |
| If none of those is shown, the objection shall be upheld. |
| |
(5) | If the facts mentioned in subsection (4)(a), (b) or (c) are established, the |
| |
objection shall nevertheless be upheld if the applicant shows that the main |
| |
purpose of the respondents (or any of them) in registering the name was to |
| |
obtain money (or other consideration) from the applicant or prevent him from |
| 25 |
| |
(6) | If the objection is not upheld under subsection (4) or (5), it shall be dismissed. |
| |
(7) | In this section “goodwill” includes reputation of any description. |
| |
71 | Company names adjudicators |
| |
(1) | The Secretary of State shall appoint persons to be company names |
| 30 |
| |
(2) | The persons appointed must have such legal or other experience as, in the |
| |
Secretary of State’s opinion, makes them suitable for appointment. |
| |
| |
(a) | holds office in accordance with the terms of his appointment, |
| 35 |
(b) | is eligible for re-appointment when his term of office ends, |
| |
(c) | may resign at any time by notice in writing given to the Secretary of |
| |
| |
(d) | may be dismissed by the Secretary of State on the ground of incapacity |
| |
| 40 |
(4) | One of the adjudicators shall be appointed Chief Adjudicator. |
| |
| He shall perform such functions as the Secretary of State may assign to him. |
| |
(5) | The other adjudicators shall undertake such duties as the Chief Adjudicator |
| |
| |
|
| |
|
| |
|
(6) | The Secretary of State may— |
| |
(a) | appoint staff for the adjudicators; |
| |
(b) | pay remuneration and expenses to the adjudicators and their staff; |
| |
(c) | defray other costs arising in relation to the performance by the |
| |
adjudicators of their functions; |
| 5 |
(d) | compensate persons for ceasing to be adjudicators. |
| |
| |
(1) | The Secretary of State may make rules about proceedings before a company |
| |
| |
(2) | The rules may, in particular, make provision— |
| 10 |
(a) | as to how an application is to be made and the form and content of an |
| |
application or other documents; |
| |
(b) | for fees to be charged; |
| |
(c) | about the service of documents and the consequences of failure to serve |
| |
| 15 |
(d) | as to the form and manner in which evidence is to be given; |
| |
(e) | for circumstances in which hearings are required and those in which |
| |
| |
(f) | for cases to be heard by more than one adjudicator; |
| |
(g) | setting time limits for anything required to be done in connection with |
| 20 |
the proceedings (and allowing for such limits to be extended, even if |
| |
| |
(h) | enabling the adjudicator to strike out an application, or any defence, in |
| |
| |
(i) | on the ground that it is vexatious, has no reasonable prospect of |
| 25 |
success or is otherwise misconceived, or |
| |
(ii) | for failure to comply with the requirements of the rules; |
| |
(i) | conferring power to order security for costs (in Scotland, caution for |
| |
| |
(j) | as to how far proceedings are to be held in public; |
| 30 |
(k) | requiring one party to bear the costs (in Scotland, expenses) of another |
| |
and as to the taxing (or settling) the amount of such costs (or expenses). |
| |
(3) | The rules may confer on the Chief Adjudicator power to determine any matter |
| |
that could be the subject of provision in the rules. |
| |
(4) | Rules under this section shall be made by statutory instrument which shall be |
| 35 |
subject to annulment in pursuance of a resolution of either House of |
| |
| |
73 | Order requiring name to be changed |
| |
(1) | If an application under section 70 is upheld, the adjudicator shall make an |
| |
| 40 |
(a) | requiring the respondent company to change its name to one that is not |
| |
| |
(b) | requiring all the respondents— |
| |
(i) | to take all such steps as are within their power to make, or |
| |
facilitate the making, of that change, and |
| 45 |
|
| |
|