first corporate services information packs

Public Limited Company

Sensitive words and expressions

A company will need to fulfill certain conditions if it wishes to use one of a long list of sensitive words and or expressions.

What are 'sensitive words and expressions'?
These are words and expressions included in a company name, which 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 name does not mislead the public. Applications for approval of such words and expressions are considered by Companies House on behalf of the Secretary of State.

What types of words and expressions are sensitive?
The following words imply national or international pre-eminence:

British - 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, trade association or other representative body.

The level of pre-eminence in a name that includes ‘British’ depends on the impact created by the other words in the name. Usually pre-eminence is reduced if the overall name does not describe a product but you would still have to show that your company is substantial in its field of activity even if this was not described the company name.
National - the criteria for use of this word is the same as for 'British'
England, English, Scotland, Scottish, Wales, Welsh, Ireland or Irish - if one of these words appears anywhere in the name, other than at the end of the name, the requirements are similar to those for 'British'.

The use of one of these words as the last word in a name would normally be acceptable provided you can demonstrate 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.
Great Britain or United Kingdom - if you wish to use these expressions at the start of a name or if you intend to use 'of Great Britain' or 'of the United Kingdom' at the end of the name, then the requirements are similar to those described for ‘British’. It is normally acceptable to use Great Britain or United Kingdom at the end of a name. Using the initials 'GB' or 'UK' in your company name does not normally require approval.
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 provides written support for the application.
International - if you wish to use this word as the first word in a name, you need to show that the major part of the company's activities is in trading overseas. If you wish to use it anywhere else in the name it will usually be approved if it can be shown that the company operates in two or more overseas countries.

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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 - normally only approved for those organisations which are carrying out research at the highest level or to professional bodies of the highest standing. You will need to 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.
government- approval for use of this word will be granted only if Companies House is satisfied that there is not any official connection with Her Majesty’s Government part of the Scottish or Welsh administrations, or any overseas government. The whole company name will be taken into consideration and judged independently on its own merits.
HSC (Health and Social Care) or HPSS (Health and Personal Social Services) - Companies House may consult DHSSPS (Department of Health. Social Services and Public Safety) when considering the approval of names containing this word as it could foster a misleading impression among patients, service users and wider public that the business enjoys an approved status in connection with the Health and Social Care or Personal Social Services.

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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 for an underwriting company, Companies House will normally seek further information. However, if you want to use the name for a company that will only provide insurance services, 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 not be approved if they unjustifiably give the impression that the company has charitable status. If the company is limited by guarantee and has a non-profit distribution clause in the memorandum of association, the name will normally be approved.
charter or chartered - names that include these words will not be approved if they unjustifiably give the impression that the company has a Royal Charter. If the words are used to qualify a profession, Companies House will seek the advice of the appropriate governing body before considering whether to give approval.
charity - to use this word the company must provide a letter of non-objection from the Charity Commission. If the company is not intended to be a charity, a copy of the proposed memorandum and articles of association along with details of the company activities and an explanation of why the word is required must be forwarded to the Charity Commission.
chemist or chemistry - if you want to use these words, you should ask for advice from Companies House.
co-operative if you wish to use this word, your company's Memorandum and Articles of Association should follow the rules generally associated with co-operatives in the UK.
Friendly Society or Industrial and Provident Society – Companies House will refer names which include these expressions to the Registrar of Friendly Societies for advice.
group - if use of this word implies several companies under one corporate ownership, then you will need to provide evidence of a parent and/or subsidiary 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 - we will only approve a name including either word will if it does not contravene the Copyright, Designs and Patent Act 1988.
post office - these words are registered trade marks of the Royal Mail group and Companies House will seek advice on applications that include these words.
register or registered – Companies House treat every application for use of these words on its merits. Generally, they will seek advice from the appropriate governing body if names that include these words are linked with a professional qualification. They will not register the name if it unjustifiably implies a connection with HM Government or a local authority. If there is a connection they will register the name if the appropriate body supports the application.
Sheffield - if you wish to use a name that includes the word 'Sheffield', Companies House will need to establish details of the company's location and its business activities. They will also consult the Company of Cutlers in Hallamshire.
stock exchange – Companies House will not approve names including this expression unless there are special circumstances.
trade union – Companies House will not approve names including this expression unless they conform to legislation relating to trade unions.
trust - the word 'trust' can be used to suit a range of different situations and the requirements for such trusts are explained below:
charitable trust - these companies need to have charitable objects and a non-profit distribution clause in the memorandum of association. Companies House will ask you 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 HM Revenue & Customs (HMRC) 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 a family trust.
financial trust or investment trust - if you wish to use these expressions, you will need to provide a written assurance that substantial paid-up share 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 the advice of Companies House

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Company requirements

Bearer Share Companies

Bearer shares are a legal instrument denoting Company ownership, and are usually in the form of share warrants. A share warrant is a document which states that the bearer of the warrant is entitled to the shares stated in it. If authorised by its articles, a Company may convert any fully paid shares to share warrants. These warrants are easily transferable without any need for a transfer document; that is, they can simply be passed from hand to hand.
When share warrants are issued, the Company must strike out the name of the shareholder from its register of members and state the date of issue of the warrant and the number of shares to which it relates. Subject to the articles, a share warrant can be surrendered for cancellation. If so, the holder is entitled to be re-entered into the register of members. Vouchers are usually issued with the share warrants in order that any dividends may be claimed.
The holder of a share warrant remains a shareholder but whether they remain a member of the Company depends on the articles of the Company. A Company, which converts all its shares in to share warrants, should be careful: it could become a member less Company and therefore cease to exist. The Articles we provide allow a provision for the Bearer Share holder to remain a member or the Company.
It is not possible to incorporate a Company with bearer Shares. So immediately after incorporation we convert all the issued shares to Bearer shares.

Requirements :

The Company is required to have a Registered Office Address in the UK.
You must appoint a minimum of 1 Director and 1 Shareholder.
The Directors, Secretaries and Shareholders can be of any nationality and can be a corporate body or private individual.
There is a maximum of 50 Directors if incorporated electronically.
The minimum share capital is £1.00.
There is no maximum share capital.
The minimum number of shares, which must be issued, is 1.
The minimum value of a share is £0.01.

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Please note : From 6th April 2008 a company secretary is no longer required.
In today’s world, where is often the case that companies are required to disclose details of ultimate beneficial ownership to institutions, such as banks, Companies with Bearer Shares are not regarded favourably. This is because it is not easy or always possible to establish the true owner of the company.
Other than provide incorporation services we are unable to act for companies with bearer shares.

Flat Management Companies

Many types of multi-occupancy developments, but particularly residential ones, need such a Company as a Flat Management or Property Management Company, and they account for a large number of the companies on the register at Companies House. Duties of property management companies include accepting rent, responding to and Addressing maintenance issues, advertising vacancies for landlords, and carrying out credit and background checks on tenants. In addition to managing income and expense related activity, property managers may also manage construction, development, repair and maintenance on a property. The direction / choreography of repair/maintenance is quite a large part of a property managers function. A flat management Company usually has special Memorandum and Articles of Association drawn up to allow it to own, manage and administer a freehold property, which is normally divided into several dwelling units or flats, with each leaseholder owning a share in the Company. The leaseholder is normally obliged to transfer ownership of the share to a new leaseholder if the property is disposed. In cases where there are several tenants flat management companies are sometimes formed to manage and protect the interest of the persons holding leases. A Flat Management Company can either be a Limited by Shares Company or a Limited by Guarantee Company.

Requirements:

If the Company is a Limited by Shares Company then the requirements are the same as for a Limited by Shares Company.
If the Company is a Limited by Guarantee Company then the requirements are the same as for a Limited by Guarantee Company.

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Companies Limited by Guarantee

A Limited by Guarantee Company does not have a share capital or shareholders, and is usually formed to manage a non-profit organisation such as a charity, a club or as a Flat Management Company.
Instead of shareholders a limited by Guarantee Company will have subscribers, otherwise known as trustees or guarantors. In the event of the Company winding up, the Subscribers will be liable to pay a predetermined sum as stated in the Memorandum and Articles of the Company (usually £10.00). A limited By Guarantee Company will need to stipulate the Company`s objects in the Memorandum of Association, this will define what the Company`s intended activities will be. There is usually a clause restricting the directors from paying out profits to the subscribers of the Company, which protects the proceeds of the Company.

Requirements :

The Company is required to have a Registered Office Address in the UK.
You must appoint a minimum of 1 Director and 1 Subscriber.
The Directors and Shareholders can be of any nationality and can be a corporate body or private individual.
There is a maximum of 50 Directors if incorporated electronically.
Although no share capital is held in the Company, at least one subscriber must be named.

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Please note : From 6th April 2008 a secretary is no longer required.

Limited by Shares

The advantage of a Company Limited by Shares is mainly to protect your personal liability. You will usually not be personally liable for the Company’s debts, even if you are the Director and/or shareholder of the Company. Creditors are paid from the Company’s assets if things were to go wrong. The Limited Company is a legal entity, and once registered with Companies House, the name is also protected as nobody else can incorporate a Company using the same name.

Requirements :

The Company is required to have a Registered Office Address in the UK.
You must appoint a minimum of 1 Director and 1 Shareholder.
The Directors and Shareholders can be of any nationality. They can be a corporate body’s or private individuals (although not corporate body’s in entirety).
There is a maximum of 50 Directors if incorporated electronically.
The minimum share capital is £1.00.
There is no maximum share capital.
The minimum number of shares, which must be issued, is 1.
The minimum value of a share is £0.01.

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Please note : From 6th April 2008 a secretary is no longer required.

Public Limited Company

The advantage of incorporating a PLC Company is that the shares may be offered for sale to the general public and the members` liability is limited to the amount unpaid on shares held by them. A newly formed PLC must not begin business or exercise any borrowing powers until it has a certificate issued under section 117 of the Companies Act 1985 confirming that the Company has issued share capital of at least the statutory minimum. The certificate is available from Companies House by completing Form 117. Once issued, the certificate is proof that the Company is entitled to do business.

Requirements :

The Company is required to have a Registered Office Address in the UK.
You must appoint at least 2 Directors, 2 Shareholders and 1 Secretary.
The Directors, Secretaries and Shareholders can be of any nationality and can be a corporate body or private individual.
There is a maximum of 50 Directors if incorporated electronically.
This type of Company must have an authorised share capital of at least £50,000 at the time of formation.
Only 2 shares need to be allotted at the time of incorporation but 25% of the shares must be allotted to Shareholders and paid for before commencement of business can begin.
The minimum share capital is £1.00.
There is no maximum share capital.
The minimum number of shares, which must be issued, is 2.
The minimum value of a share is £0.01

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National - the criteria for use of this word is the same as for 'British'

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 provides written support for the application.

The following words imply business pre-eminence or representative or authoritative status:

authority, board or council - if you want to use any of these words, you should ask us for advice.

The following words imply specific objects or functions:

chemist or chemistry - if you want to use these words, you should ask for advice from Companies House.

co-operative if you wish to use this word, your company's Memorandum and Articles of Association should follow the rules generally associated with co-operatives in the UK.

Friendly Society or Industrial and Provident Society – Companies House will refer names which include these expressions to the Registrar of Friendly Societies for advice.

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 - we will only approve a name including either word will if it does not contravene the Copyright, Designs and Patent Act 1988.

post office - these words are registered trade marks of the Royal Mail group and Companies House will seek advice on applications that include these words.

Sheffield - if you wish to use a name that includes the word 'Sheffield', Companies House will need to establish details of the company's location and its business activities. They will also consult the Company of Cutlers in Hallamshire.

stock exchange – Companies House will not approve names including this expression unless there are special circumstances.

trade union – Companies House will not approve names including this expression unless they conform to legislation relating to trade unions.

trust - the word 'trust' can be used to suit a range of different situations and the requirements for such trusts are explained below:

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 a family trust.

financial trust or investment trust - if you wish to use these expressions, you will need to provide a written assurance that substantial paid-up share 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 the advice of Companies House

Company requirements Bearer Share Companies

The Company is required to have a Registered Office Address in the UK.

You must appoint a minimum of 1 Director and 1 Shareholder.

The Directors, Secretaries and Shareholders can be of any nationality and can be a corporate body or private individual.

There is a maximum of 50 Directors if incorporated electronically.

The minimum share capital is £1.00.

There is no maximum share capital.

The minimum number of shares, which must be issued, is 1.

The minimum value of a share is £0.01.

Flat Management Companies

If the Company is a Limited by Shares Company then the requirements are the same as for a Limited by Shares Company.

If the Company is a Limited by Guarantee Company then the requirements are the same as for a Limited by Guarantee Company.

Companies Limited by Guarantee

The Company is required to have a Registered Office Address in the UK.

You must appoint a minimum of 1 Director and 1 Subscriber.

The Directors and Shareholders can be of any nationality and can be a corporate body or private individual.

There is a maximum of 50 Directors if incorporated electronically.

Although no share capital is held in the Company, at least one subscriber must be named.

Please note : From 6th April 2008 a secretary is no longer required.

Limited by Shares

The Company is required to have a Registered Office Address in the UK.

You must appoint a minimum of 1 Director and 1 Shareholder.

The Directors and Shareholders can be of any nationality. They can be a corporate body’s or private individuals (although not corporate body’s in entirety).

There is a maximum of 50 Directors if incorporated electronically.

The minimum share capital is £1.00.

There is no maximum share capital.

The minimum number of shares, which must be issued, is 1.

The minimum value of a share is £0.01.

Please note : From 6th April 2008 a secretary is no longer required.

Public Limited Company

The Company is required to have a Registered Office Address in the UK.

You must appoint at least 2 Directors, 2 Shareholders and 1 Secretary.

The Directors, Secretaries and Shareholders can be of any nationality and can be a corporate body or private individual.

There is a maximum of 50 Directors if incorporated electronically.

This type of Company must have an authorised share capital of at least £50,000 at the time of formation.

Only 2 shares need to be allotted at the time of incorporation but 25% of the shares must be allotted to Shareholders and paid for before commencement of business can begin.

The minimum share capital is £1.00.

There is no maximum share capital.

The minimum number of shares, which must be issued, is 2.

The minimum value of a share is £0.01 [top of page]

Company requirements

Bearer Share Companies

The minimum value of a share is £0.01

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