The Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2009

Made: 25th September 2009

Laid before Parliament: 30th September 2009

Coming into force: 1st October 2009

The Secretary of State makes the following Regulations in exercise of the powers conferred by sections 55(1), 56(1)(b), 1194(1), 1195(1)(b) and 1292(1) of the Companies Act 2006[^f00001] and sections 55(1), 56(1)(b) and 1292(1) of the Companies Act 2006 as applied to limited liability partnerships by regulations 8 and 81 of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009[^f00002].

Citation and commencement

1

These Regulations may be cited as the Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2009 and come into force on 1st October 2009.

Interpretation

2

• (1) In these Regulations “the 2006 Act” means the Companies Act 2006.

• (2) Any reference in these Regulations to section 55 or 88 of the 2006 Act includes a reference to that section as applied by regulation 8 or 17 of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009.

Specified words and expressions applicable to sections 55 and 1194 of the 2006 Act

3

• (1) The following words and expressions are specified for the purposes of sections 55(1) and 1194(1) of the 2006 Act—

• (a) the words and expressions set out in Part 1 of Schedule 1;

• (b) the plural and possessive forms of those words and expressions, and, where relevant, the feminine form; and

• (c) in the case of the words and expressions set out in Part 1 of Schedule 1 which are marked with an asterisk, the grammatically mutated forms of those words and expressions.

• (2) For the purposes of section 55(1) of the 2006 Act any word or expression specified in Part 1 of Schedule 1 which contains an accent or other diacritical mark is to be read as though that accent or other diacritical mark were omitted.

Specified words and expressions applicable to section 55 of the 2006 Act

4

The following words and expressions are specified for the purposes of section 55(1) of the 2006 Act—

• (a) the words and expressions set out in Part 2 of Schedule 1;

• (b) the plural and possessive forms of those words and expressions, and, where relevant, the feminine form; and

• (c) in the case of the words and expressions set out in Part 2 of Schedule 1 which are marked with an asterisk, the grammatically mutated forms of those words and expressions.

Applications where situation of registered office or principal place of business is irrelevant

5

In connection with an application for the approval of the Secretary of State under section 55 or 1194 of the 2006 Act in relation to a name that includes a word or expression specified in column (1) of Part 1 of Schedule 2 the applicant must seek the view of the Government department or other body set out opposite that word or expression in column (2) of Part 1 of Schedule 2.

Applications where situation of registered office or principal place of business is relevant

6

In connection with an application for the approval of the Secretary of State under section 55 or 1194 of the 2006 Act in relation to a name that includes a word or expression specified in column (1) of Part 2 of Schedule 2 the applicant must seek the view of a Government department or other body as follows—

• (a) in the case of—

• (i) a company or limited liability partnership that has already been registered, whose registered office is situated in England and Wales;

• (ii) a proposed company or limited liability partnership that has not yet been registered under the 2006 Act, whose registered office is to be situated in England and Wales;

• (iii) a business, whose principal place of business is or is to be situated in England; and

• (iv) an overseas company (see section 1044 of the 2006 Act),

the Government department or other body set out in column (2) of Part 2 of Schedule 2 opposite that word or expression;

• (b) in the case of—

• (i) a company or limited liability partnership that has already been registered, that is a Welsh company or Welsh LLP (see section 88 of the 2006 Act);

• (ii) a proposed company or limited liability partnership that has not yet been registered, that is to be a Welsh company or Welsh LLP; and

• (iii) a business, whose principal place of business is or is to be situated in Wales,

the Government department or other body set out in column (3) of Part 2 of Schedule 2 opposite that word or expression;

• (c) in the case of—

• (i) a company or limited liability partnership that has already been registered, whose registered office is situated in Scotland;

• (ii) a proposed company or limited liability partnership that has not yet been registered, whose registered office is to be situated in Scotland; and

• (iii) a business, whose principal place of business is or is to be situated in Scotland,

the Government department or other body set out in column (4) of Part 2 of Schedule 2 opposite that word or expression; and

• (d) in the case of—

• (i) a company or limited liability partnership that has already been registered, whose registered office is situated in Northern Ireland;

• (ii) a proposed company or limited liability partnership that has not yet been registered, whose registered office is to be situated in Northern Ireland; and

• (iii) a business, whose principal place of business is or is to be situated in Northern Ireland,

the Government department or other body set out in column (5) of Part 2 of Schedule 2 opposite that word or expression.

7

The following Regulations are revoked—

• (a) the Company and Business Names Regulations 1981[^f00003],

• (b) the Company and Business Names (Amendment) Regulations 1982[^f00004],

• (c) the Company and Business Names (Amendment) Regulations 1992[^f00005],

• (d) the Company and Business Names (Amendment) Regulations 1995[^f00006],

• (e) the Company and Business Names (Amendment) Regulations 2001[^f00007], and

• (f) the Company and Business Names (Amendment) (No.2) Regulations 2007[^f00008].

SCHEDULE 1 — Specified Words and Expressions

PART 1 — Specified words and expressions applicable to sections 55(1) and 1194(1) of the 2006 Act

PART 2 — Specified words and expressions applicable to section 55(1) of the 2006 Act

SCHEDULE 2 — List of Government departments and other bodies whose views must be sought

PART 1 — Applications where situation of registered office or principal place of business is irrelevant

PART 2 — Applications where situation of registered office or principal place of business is relevant

Signed

Davies of Abersoch — Minister for Trade, Investment and Small Business — Department for Business, Innovation and Skills — 25th September 2009

Explanatory note

(This note is not part of the Regulations)

EXPLANATORY NOTE

Under sections 55(1) and 1194(1) of the Companies Act 2006 (“the Act”), including section 55(1) as applied to limited liability partnerships (“LLPs”) by regulation 8 of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), a person must obtain the approval of the Secretary of State to register a company or LLP by a name, or carry on business in the United Kingdom under a name, that includes a word or expression that is specified in regulations made by the Secretary of State.

Part 1 of Schedule 1 to these Regulations sets out which words and expressions are specified by the Secretary of State as requiring prior approval for use in the names of companies, LLPs and businesses, and Part 2 of Schedule 1 sets out words and expressions that the Secretary of State is specifying as requiring prior approval when used in the names of companies or LLPs only.

Regulations 3(1)(b) and (c) and 4(b) and (c) provide that the specified words and expressions are specified in all their plural, possessive and (where relevant) feminine forms, and, in the case of Gaelic and Welsh words, in their grammatically mutated forms.

Since by operation of the Company and Business Names (Miscellaneous Provisions) Regulations 2009 (S.I. 2009/1085) (including those regulations as applied to LLPs), a company or LLP name cannot be registered with any accent or other diacritical mark, regulation 3(2) provides that the words and expressions listed in Part 1 of Schedule 1 with an accent or other diacritical mark are deemed to be specified words and expressions without the accent or other diacritical mark.

Sections 56(1) and 1195(1) of the Act, including section 56(1) as applied to LLPs, give the Secretary of State the power to require that in connection with an application for use of a sensitive word or expression the applicant must seek the view of a specified Government department or other body. The reference in regulation 6(a)(i) to a registered office which is situated in England and Wales arises because England and Wales are usually treated in the Act as a single jurisdiction for the purposes of the situation of the registered office. However, a company whose registered office is situated in Wales can require the register of companies to state that its registered office is situated in Wales. In this case, the company will be governed by regulation 6(b)(i) rather than regulation 6(a)(i). The position is similar for an LLP whose registered office is situated in Wales. Since overseas companies are not required by the Overseas Companies Regulations 2009 (S.I. 2009/1801) to register in a specified part of the United Kingdom, they are treated for the purposes of regulation 6 in the same way as companies registered in England and Wales.

An Impact Assessment in respect of these Regulations has been produced and copies are available from the Company Law and Governance Directorate, Department for Business, Innovation and Skills, 1 Victoria Street, London, SW1H 0ET or on www.bis.gov.uk.

Footnotes

[^f00001]: 2006 c.46.

[^f00002]: S.I. 2009/1804.

[^f00003]: S.I. 1981/1685.

[^f00004]: S.I. 1982/1653.

[^f00005]: S.I. 1992/1196.

[^f00006]: S.I. 1995/3022.

[^f00007]: S.I. 2001/259.

[^f00008]: S.I. 2007/3152.