# The Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2014

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U.K.

Statutory Instruments

# 2014 No. 3140

Companies

Limited Liability Partnerships

Business Names

# The Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2014

Made

26th November 2014

Laid before Parliament

27th November 2014

Coming into force

31st January 2015

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 F1 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 F2.                        

F12006 c. 46.

F2S.I. 2009/1804, amended by S.I. 2009/2995; there are other amending instruments but none is relevant.

## Citation and commencementU.K.

1.  These Regulations may be cited as the Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions)                     Regulations 2014 and come into force on 31st January 2015.                  

## InterpretationU.K.

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 to which sections 55 and 1194 of the 2006 Act applyU.K.

3.  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.                  

## Specified words and expressions to which section 55 of the 2006 Act appliesU.K.

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 irrelevantU.K.

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 relevantU.K.

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.

## RevocationU.K.

7.  The Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2009 F3 are revoked.                  

F3S.I. 2009/2615.

Jo Swinson

 Parliamentary Under Secretary of State for Employment Relations and Consumer Affairs

 Department for Business, Innovation and Skills

26th November 2014

 Regulations 3 and 4

## SCHEDULE 1U.K.SPECIFIED WORDS AND EXPRESSIONS

### **PART 1**U.K.Words and Expressions specified for the purposes of sections 55(1) and 1194(1) of the 2006 Act

### **PART 2**U.K.Words and Expressions specified for the purposes of section 55(1) of the 2006 Act

 Regulations 5 and 6

## SCHEDULE 2U.K.LIST OF GOVERNMENT DEPARTMENTS AND OTHER BODIES WHOSE VIEWS MUST BE SOUGHT

### **PART 1**U.K.Applications Where Situation of Registered Office or Principal Place of Business is Irrelevant

### **PART 2**U.K.Applications Where Situation of Registered Office or Principal Place of Business is Relevant

## Explanatory Note

(This note is not part of the Regulations)

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.                     

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. Schedule 2 lists the Government departments and other bodies whose views                        must be sought. Part 2 of Schedule 2 identifies the relevant Government department or public authority whose view must be                        sought where the situation of the company's or LLP's registered office is relevant. 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 Business Environment                        Directorate, Department for Business, Innovation and Skills, 1 Victoria Street, London, SW1H 0ET or on www.bis.gov.uk.