Useful Notes Before you Incorporate

Choosing Your Company Name

 

When you are trying to decide what to call your company, the first thing to do is to make sure that your proposed name is not the same as one that has already been registered.

 

Companies House will not register anything that is too similar to an existing company name, or one that is likely to cause confusion.

 

For instance, given that a company called Business and Commerce Limited already exists, you would not be able to register a company called Business & Commerce or Business N' Commerce. The rules are enforced strictly, so think about your chosen company name very carefully and make use of our online name checker before beginning a formation.

 

Restrictions and objections to proposed company names

 

Companies House will check the Register for company names that sound too much like the one you have suggested.

 

They may also refuse registration if a name:

 

  • is offensive (e.g . contains swearwords)

 

  • contains "sensitive" words

 

  • The Companies House website has a list of words that that may lead members of the public to confusion. The list is extensive and contains a surprising number of words that you might not have guessed would be a problem. For example, company names which include the word "British" are screened to make sure that they do not hold themselves out as an official British government service. Likewise, company names including the word "accredited" are checked so that they company does not mislead people

 

  • it contains characters, marks of punctuation or symbols that are unacceptable

 

  • does not contain the words limited, "ltd" or plc, or some kind of expression which makes the legal status of the company clear.

 

Where do you have to display your name?

 

A limited company must display its company name at its registered office and also on all business correspondence, so that everyone dealing with that company is aware of its true nature.

 

For these purposes, business correspondence is defined widely and includes:

 

  • emails

 

  • letters

 

  • purchase orders

 

  • invoices and receipts

 

  • demands for payment of debts

 

If you are in doubt about whether to include your business name on a piece of correspondence, it is always safer to print it on! Remember also that you must include details of your company number, which part of the United Kingdom the company is registered in (England & Wales, Scotland or Northern Ireland) and where your registered office is.

 

What Are The Responsibilities Of A Director Of A Limited Company?

 

The directors of a limited company are the people who run it, and have numerous duties to the company which are enshrined in the Companies Act 2006.

 

These include duties to avoid conflict and declare interests where appropriate, to exercise reasonable care and skill, use good judgment and act within your powers.

 

What does this mean in the real business world? In addition to using general good business sense and decent moral values, a director must take care of:

 

  • health and Safety requirements. The extent of these depends on what industry the company is involved in. Even in a low risk office environment, you will still be obliged to carry out risk assessments and to consider the health and safety of your employees

 

  • tax obligations. The directors need to make sure that the company complies with its obligations to calculate and pay corporation tax, VAT, and National Insurance

 

  • employment law obligations. Directors must ensure that they and the company comply with employment law. These obligations include not discriminating against people, following grievance procedures and will soon include automatic enrolment in pensions

 

  • obligations to Companies House. Directors must ensure that various documents are produced and that activities are reported in a timely manner to Companies House. The documents that need to be produced include an annual return, which is a report that details changes in shareholding and directorships and summarises who owns which shares. Companies are also obliged to submit annual accounts, although there are exemptions for very small companies. Directors must also ensure that charges are registered

 

The administrative responsibilities for the above tasks are typically delegated to others. For example, larger companies may delegate day to day responsibility of employment issues to their Human Resources department, and their tax obligations to an Accounts team. However, this does not absolve them of ultimate responsibility

 

For the reporting requirements to Companies House, there is often a Company Secretary. However, unless the company's Articles of Association make specific reference to one, since 2006 there is no legal obligation for private limited companies to have one. Public limited companies on the other hand cannot benefit from this exemption and must have a company secretary.

 

A Company Secretary can be a director of the company, but does not have to be. Often, in small businesses the tasks typically assigned to a Company Secretary can be outsourced to a professional firm offering this service.

 

Even where a Company Secretary has been appointed, the ultimate responsibility for the tasks rests with the directors.

 

Who can be a director?

 

  • There are a number of restrictions on who can be a director.

 

  • Directors must be aged 16 or over

 

  • Directors cannot be undischarged bankrupts, unless they have been given specific permission by the court to act in these circumstances

 

  • A person who has been disqualified from being a company director cannot be appointed as one unless or until the disqualification has been lifted

 

Providing that a person does not fall in to any of the above listed categories then they are eligible to be listed as a company director,