Company formation - Trading name and registered office

Learning Outcomes

This article outlines the requirements and regulations concerning company trading names and registered offices under UK law. It explores the distinctions between a company's registered name and any trading names it might use, including the associated disclosure obligations. Additionally, it details the statutory requirements for establishing and maintaining a registered office address. Your understanding of these topics will enable you to apply the relevant legal rules and principles concerning company formation and administration to SQE1-style single best answer MCQs. It also equips you to identify restricted and sensitive words in names, assess risks of passing off and trade mark infringement when selecting trading names, advise on the display and communication rules for a company’s registered name, and explain how the registered office operates for service and record‑keeping, including use of a Single Alternative Inspection Location (SAIL) and the recent “appropriate address” requirement. You should be clear on the procedure to change a registered office, the effect of the change, and the sanctions for non‑compliance.

SQE1 Syllabus

For SQE1, you are required to demonstrate practical knowledge of the rules surrounding company names and registered offices, including the formalities required during incorporation and ongoing compliance obligations, and to identify correct procedures and potential breaches in scenarios involving trading names and registered office requirements, with a focus on the following syllabus points:

• the distinction between a registered company name and a trading name
• the rules governing the choice and use of company and trading names, including restrictions
• the statutory disclosure requirements for company names
• the requirements for establishing and maintaining a registered office
• the procedure and implications of changing a registered office address.
• the requirement to display the registered name at premises and on business documents and websites
• the use of sensitive words and the processes for obtaining consent
• the use of a SAIL address for statutory records and the notices required
• the new “appropriate registered office address” and “registered email address” obligations
• the risks of passing off and trade mark infringement when selecting a trading name, and the post‑liquidation restriction on re‑use of company names

Test Your Knowledge

Attempt these questions before reading this article. If you find some difficult or cannot remember the answers, remember to look more closely at that area during your revision.

1. Which of the following must appear on a company's business letters and order forms?
   1. The company's trading name only.
   2. The company's registered name only.
   3. The company's registered name and registered office address.
   4. The company's trading name and registered office address.
2. A private limited company wishes to change its registered office address from London to Cardiff. Which of the following is required?
   1. A special resolution of the shareholders.
   2. An ordinary resolution of the shareholders.
   3. A board resolution of the directors.
   4. Consent from Companies House.
3. Which Act primarily governs the requirements for a company's registered office?
   1. The Business Names Act 1985.
   2. The Companies Act 2006.
   3. The Insolvency Act 1986.
   4. The Limited Liability Partnerships Act 2000.

Introduction

When forming a company, several administrative and legal requirements must be satisfied. Two fundamental aspects are the company's name and its registered office. The name under which a company trades might differ from its officially registered name, leading to specific disclosure rules. Furthermore, every company must maintain a registered office, which serves as its official legal address. Understanding the regulations surrounding these elements is essential for ensuring compliance and advising clients effectively during and after the incorporation process.

The Companies Act 2006 (CA 2006) and The Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 set the core framework for names and trading disclosures. In addition, practical requirements have been strengthened recently: companies must now maintain an “appropriate” registered office address (not a PO Box) and a registered email address for Companies House correspondence. The registered office anchors where legal documents may be served; compliance failures can affect service and invite sanctions by Companies House.

Company Names: Registered vs Trading

A key distinction exists between a company's official registered name and any trading name it may use for business purposes.

Key Term: trading name
A name used by a company for business activities that is different from its registered name. Also known as a business name.

The registered name is the official legal name recorded at Companies House upon incorporation. It must comply with specific rules under the Companies Act 2006 (CA 2006). For example, a private company limited by shares must generally end its name with 'Limited' or 'Ltd.' (s 59 CA 2006).

A company might choose to operate under a trading name for branding, marketing, or operational reasons. For instance, 'Global Tech Solutions Limited' might trade as 'Innovate IT'. While permissible, the use of a trading name does not replace the legal identity associated with the registered name.

Where a company registers in Wales, it may use the Welsh equivalents (‘Cyfyngedig’ or ‘Cyf’) in its registered name; public companies use ‘public limited company’ or ‘plc’ (s 58 CA 2006). Some companies can be licensed to omit “Limited” (s 60 CA 2006), typically where they meet charitable or similar criteria and include asset‑lock provisions.

Restrictions on Names

Choosing both registered and trading names involves addressing several restrictions:

1. Identical or ‘same as’ names: A proposed registered name cannot be the same as one already on the Companies House index (s 66 CA 2006). Regulations specify minor differences (like punctuation, certain symbols, or words such as “UK”) that are disregarded when determining if names are ‘the same’. Names that are too like an existing registered name may be directed to change soon after incorporation.

2. Offensive or criminal names: Names that are offensive or suggest criminal activity are prohibited (s 53 CA 2006).

3. Misleading indications of legal form or status: A business name must not give a misleading impression about the legal status of the entity. For example, a trading name that ends with “plc” or “LLP” cannot be used by a private company or an unincorporated business.

4. Sensitive words: Certain words or expressions require prior approval from the Secretary of State or a relevant body, as they might imply a connection with government, specific status, or regulated activities (ss 54–55 CA 2006). These are detailed in regulations. Common examples include:

   • words implying public or official status or honours (e.g., ‘Royal’, ‘Chartered’)
   • regulated sectors or professional status (e.g., ‘Bank’, ‘Insurance’, ‘Accredited’)
   • words implying national or local authority connection (e.g., ‘Government’, ‘Council’)

Key Term: sensitive words
Words and expressions specified in regulations (e.g., The Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2014) that require approval before being used in a company or business name. Examples include 'Royal', 'Trust', 'Bank', 'Chartered'.

1. Passing off: Using a trading name (or registered name) that is too similar to an existing business's name, potentially misleading customers into thinking there is an association, can lead to a claim in tort for passing off. The test focuses on goodwill, misrepresentation, and damage. Similar domain names, social media handles, and signage can all be relevant.

2. Trade mark infringement: A chosen name must not infringe an existing registered trade mark under the Trade Marks Act 1994. Thorough searches should be conducted before finalising a name, including Companies House, trade mark registers (UKIPO/EUIPO/WIPO where relevant), and domain name availability.

3. Opportunistic registrations: If a company’s registered name suggests an association with another party in which it has no interest, an application can be made to the Company Names Tribunal to require a change, particularly where the name was adopted to extract value (CA 2006, ss 69–74).

The choice of trading name is not separately registered at Companies House; however, trading names are subject to the same restrictions on sensitive and offensive words, and the general law on passing off and trade marks.

Disclosure Requirements

Transparency is essential. Even when using a trading name, a company must disclose its registered name, registered number, registered office address, the part of the UK where it is registered, and the fact that it is a limited company on key business communications. This includes:

• Business letters and order forms
• Invoices and receipts
• Websites and emails
• Notices and official publications

These requirements are primarily outlined in The Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015. Failure to comply can lead to fines for the company and its officers.

In addition to including the required information on documents and websites, companies must also display the registered name legibly:

• at the registered office
• at any place where it keeps company records available for inspection (e.g., SAIL)
• at any location where it carries on business (unless the location is primarily used for living accommodation)

The registered name must be continuously visible in characters that can be read without difficulty. Where a company chooses to list directors’ names on its stationery, all directors must be listed to avoid misleading omissions (s 82 CA 2006).

If a company is in liquidation, certain communications must state “in liquidation”. Similar notations apply in other insolvency procedures where prescribed by insolvency legislation.

Under the 2015 Regulations, the following information must typically appear on business letters, order forms and websites:

• the company’s registered name
• the company’s registered number
• the part of the UK in which the company is registered (e.g., England and Wales, Wales, Scotland, or Northern Ireland)
• the address of the registered office
• where applicable, that the company is an investment company or that the company is limited but has approval to omit “Limited” from its name
• for charities and CICs, additional disclosures may apply according to specific regimes.

Worked Example 1.1

Scenario: 'Bright Sparks Electricals Ltd' operates its retail business under the trading name 'ElectroWorld'. They send an invoice to a customer which only shows the 'ElectroWorld' name and logo, and a PO Box address. Does this comply with legal requirements?

Answer:
No. The invoice fails to display the company's registered name ('Bright Sparks Electricals Ltd'), its registered number, its registered office address, and the part of the UK where it is registered. This is a breach of the disclosure regulations.

Worked Example 1.2

Scenario: A private company trades as “Green Bank” without carrying out banking activities. The registered name is “Green BNK Limited”. The company’s website brand shows only “Green Bank” with no registered details. Is this acceptable?

Answer:
No. The trading name “Green Bank” could be problematic because “Bank” is a sensitive word implying authorisation; using it may require prior approval. Regardless, the website must display the registered name and other trading disclosure details. The brand alone is insufficient.

Worked Example 1.3

Scenario: A company displays only its trading name on the reception sign at its head office, which is also its registered office. The registered name appears on stationery but not on the premises signage. Is this compliant?

Answer:
No. The registered name must be displayed at the registered office and at every location where it carries on business (subject to limited exceptions). Displaying only the trading name on premises signage is non‑compliant.

Worked Example 1.4

Scenario: The directors of LiquidateFast Ltd place the company into insolvent liquidation and, within 12 months, incorporate a new company trading under “LiquidateFast” again. They run the same business with the same customers. Any issues?

Answer:
Yes. Insolvency legislation (s 216 IA 1986) restricts re‑use of a company name (including a trading name) by directors of a liquidated company within a defined period, unless a permitted exception applies. Breach is a criminal offence and can make directors personally liable for the new company’s debts while the name is used.

Registered Office

Every UK company must have a registered office address from the moment of incorporation until dissolution.

Key Term: registered office
The official address of a company required by the Companies Act 2006, used for formal communications and service of legal documents. It must be a physical address within the company's jurisdiction of registration (e.g., England and Wales).

The registered office serves several critical functions:

1. Formal address: It is the address to which official mail from government bodies like Companies House and HMRC is sent.

2. Service of documents: Legal documents, such as court claim forms or statutory notices, are formally served at this address. Service is effective if documents are properly delivered to the registered office, even if not actually seen by officers.

3. Public record: The address is publicly available via the Companies House register.

4. Location of records: Certain statutory registers (like the register of members or directors) must be kept available for inspection either at the registered office or a nominated Single Alternative Inspection Location (SAIL), notice of which must be given to Companies House.

Key Term: Companies House
The UK's registrar of companies, an executive agency responsible for incorporating and dissolving companies, storing company information, and making it available to the public.

Key Term: SAIL address
Single Alternative Inspection Location – an address (within the same part of the UK as the registered office) notified to Companies House where certain company records may be kept available for inspection instead of at the registered office.

Companies can now elect to keep certain statutory information on the public register instead of maintaining some internal registers. If a SAIL is used, the company must notify Companies House of:

• the SAIL address; and
• which records are kept there (and any changes), so that inspection rights can be exercised.

Requirements for a Registered Office

• Physical location: It must be a physical address, not only a PO Box number. Under recent reforms, the address must be an “appropriate” address at which documents delivered by hand can be expected to come to the attention of the company and from which delivery can be acknowledged. Companies House may change non‑compliant addresses to a default address and require rectification.

• Jurisdiction: It must be located in the same part of the UK as the company's registration (e.g., a company registered in England and Wales must have its registered office in England or Wales; companies may be registered in “Wales” specifically, “Scotland”, or “Northern Ireland”).

• Accessibility and monitoring: The company must ensure arrangements are in place so that any documents delivered to the registered office are promptly brought to the attention of company officers. From 2024, companies must also provide a registered email address to Companies House for official correspondence.

For inspection of records held at the registered office or SAIL, statutory rights permit access during business hours on working days. Reasonable notice may be required depending on the record and the requester’s status (member vs public).

Changing the Registered Office

A company can change its registered office address at any time. The procedure involves:

1. Board resolution: The directors must pass a board resolution approving the change. Shareholder approval is not required for a standard change within the same part of the UK.

2. Notification: The company must notify Companies House of the change by filing Form AD01.

3. Effective date: The change takes effect when the notice is registered by Companies House (s 87 CA 2006). Companies House will update the public record.

4. Jurisdictional changes: Some changes between parts of the UK are not straightforward. A company must always keep its registered office within the part of the UK in which it is registered. Limited changes between “England and Wales” and “Wales” require a special resolution and filing of the prescribed notice; moving between, say, Scotland and England and Wales involves re‑registration steps and is not a routine AD01 filing.

5. Follow‑up actions: Update all disclosures and signage: stationery, websites, invoices, regulators, banks, HMRC, contracts, and the display of the registered name at the new premises.

Worked Example 1.5

Scenario: Beta Design Limited, registered in “England and Wales”, moves its office from Manchester to Bristol. The board approves the move. What filing is needed and when does the change take effect?

Answer:
The board should file Form AD01 with Companies House. The change takes effect when Companies House registers the notice (s 87 CA 2006). No shareholder resolution is required for a move within “England and Wales”.

Exam Warning

Do not confuse the registered office address with the company's trading address(es). A company can have multiple trading locations, but only one official registered office. Ensure you can distinguish between the procedural requirements for changing the registered office (board resolution and filing Form AD01) and changing the company name (special resolution and filing Form NM01).

Revision Tip

When advising a client setting up a company, consider the implications of the registered office address being public. Clients operating from home may prefer to use their accountant's or solicitor's address, or a dedicated registered office service provider, to maintain privacy. Check that the chosen address is “appropriate” (not a PO Box) and that reliable arrangements exist for collecting and acting on correspondence. Consider whether to use a SAIL address for inspection of records.

Key Point Checklist

This article has covered the following key knowledge points:

• Companies must have a registered name that complies with statutory rules, including endings like 'Ltd' or 'Limited' (or ‘plc’ for public companies), with Welsh equivalents where relevant.
• Certain words in a company or trading name are restricted or sensitive and require prior approval; names must not be offensive or mislead as to status.
• A company may use a different trading name for business but must disclose its registered name and other details on websites and business communications and display the registered name at premises.
• Risks of passing off and trade mark infringement must be assessed when selecting a trading name; complaints about opportunistic company name registrations can be made to the Company Names Tribunal.
• Every company must have a registered office in its jurisdiction of registration, which serves as its official address for legal documents and communications.
• The registered office must be an “appropriate” physical address (not a PO Box), and the company must also provide a registered email address for Companies House correspondence.
• Statutory registers must typically be kept at the registered office or a nominated SAIL address; notice must be filed of the SAIL and the records kept there.
• Changing the registered office requires a board resolution and filing Form AD01 with Companies House; the change is effective on registration by Companies House.
• Display and communication requirements for the registered name are enforced by criminal sanctions against the company and any officer in default.
• Directors of a company in insolvent liquidation are restricted from re‑using the same (or a similar) company or trading name without falling within exceptions (s 216 IA 1986).

Key Terms and Concepts

• trading name
• sensitive words
• registered office
• Companies House
• SAIL address