Limited Liability Partnerships


Choosing a limited liability partnership name

1. Can I choose any name I want for my limited liability partnership?

No. Several regulations can affect your choice. For example, all limited liability partnership names must end with the words ‘Limited Liability Partnership’, or, their abbreviations or Welsh equivalents ‘Partneriaeth Atebolrwydd Cyfyngedig’.

2. Could my choice of name be rejected?

Yes, if:

  • it is ‘the same as’ a name already on the index – see question 3 below;
  • it includes the words ‘limited liability partnership’ anywhere except at the end of the name. This applies equally to abbreviations or the Welsh equivalent of  the words;
  • it is offensive;
  • its use would be a criminal offence.
  • it includes “SE” (or the abbreviation SE bracketed or with other punctuation marks before or after the abbreviation). For more information, see our booklet The European Company: Societas Europaea (SE).

In addition, some names need the approval of the Secretary of State before they can be registered. These include names which contain words prescribed by regulations (see question 4) and names which suggest a connection with central or local government.

If you avoid these restrictions, you can normally have your choice of name.

Make sure that the name you want to use is acceptable before you complete your incorporation document – Form LL IN01 – or complete Form LLP3 to change a limited liability partnership name. If in doubt, contact:

For limited liability partnerships registered in England and Wales

0870 3333636

For limited liability partnerships registered in Scotland

0131 535 5831 or 5832

3. What does ‘the same as’ mean?

When deciding whether a name is ‘the same as’ another name, the Registrar ignores punctuation, the limited liability partnership status and ‘the’ at the start of the name. A name that sounds the same as one already on the Company or Limited Liability Partnership Names Index may be accepted if the two names are spelt differently.

For example, if the name ‘Hands Limited’ is already registered, then the following would be rejected:

  • Hands Limited Liability Partnership (or LLP)
  • H and S Limited Liability Partnership (or LLP)
  • H & S Limited Liability Partnership (or LLP)
While a limited liability partnership name may be sufficiently different from a name already on the Index to allow it to be registered, this might not be enough to avoid the name being considered ‘too like’ another if an objection is lodged after the second limited liability partnership or company has been incorporated. In such cases, your partnership could be directed to change its name – see Directions to change a limited liability partnership name.

You should be aware that if you adopt a name which misleads the public into believing that your business is that of another business – for example, trading as a department store under the name ‘Harrods’ – then you may face a legal action for ‘passing off’ by the person whose business you have affected. Registration of a name by Companies House is no guarantee that you are safe from such an action.

Registering a name prevents another limited liability partnership from having an identical name, but it does not stop the name being used as a trading or business name except in the circumstances described above.

4. Which names need approval?

Names which need approval are those which include words or expressions set out in statutory regulations and names which give the impression that the limited liability partnership is connected with HM Government or with a local authority. Full lists of ‘sensitive’ words are at Appendices A, B and C, and there is more information on sensitive words in Sensitive words and expressions.

Names that suggest a banking activity

Following the repeal of the Banking Act 1987, company names that include bank, banker, banking or deposit no longer need approval. However, using words that suggest a banking activity implies that the person using the name is carrying on a banking business and is therefore accepting deposits – a regulated activity under the Financial Services and Markets Act 2000. Therefore, the person would normally need to be an ‘authorised person’ or to have exemption under the Act.

Use of a banking name by a person who is neither authorised nor exempt under the Act could be material to whether an offence has been committed under section 24 of the Act. A person may, however, be able to establish that the way that he carries on his business means that those who deal with him would not understand him to be an authorised person.

It should not be assumed that a decision by us to register a particular banking name means that its use in certain circumstances would not contravene section 24. If you are in any doubt, you should seek independent legal advice.

5. What if my choice of name needs approval?

If you choose a limited liability partnership name that needs the approval of the Secretary of State for Trade and Industry, then before committing yourself, contact the Limited Liability Partnerships Team at Companies House, Cardiff or Edinburgh, as appropriate, and ask for information on the rules governing the use of the word you have chosen.

  • If you choose a name that includes any of the words listed in Appendix A, you will probably be asked to supply supporting information before Companies House register the name. You should write, enclosing information in support of your application, to the Secretary of State for Trade and Industry at Companies House in Cardiff (for English and Welsh limited liability partnerships) or in Edinburgh (for Scottish limited liability partnerships). Both addresses are at the back of this booklet.

  • If your choice of name includes any of the words listed in Appendix B, then you will need to write to the ‘relevant body’ to ask if they have any objection (and if so, why) to your use of the word or expression in your limited liability partnership name. When you write to the Secretary of State for Trade and Industry at Companies House, Cardiff or Edinburgh to ask for approval of the name, you must enclose a copy of any reply you have received from the ‘relevant body’.

  • The use of some words and expressions is covered by other legislation and their incorrect use in limited liability partnership names might be a criminal offence. Those known to Companies House are listed at Appendix C. If you wish to include one of these words or expressions in your limited liability partnership name, then you should contact the relevant regulatory authority, or ask us for advice.

  • If your chosen name gives the impression that your limited liability partnership is connected with HM Government or with a local authority, then you will need the written approval of the Secretary of State for Trade and Industry before the name can be registered. Write to the Secretary of State for Trade and Industry at Companies House, Cardiff or Edinburgh, as appropriate, giving as much detail as you can to support your application. Such names will normally only be approved where you can show that a genuine connection exists and where the relevant government body supports the application. See Change of limited liability partnership name.

6. How do I register my limited liability partnership name?

If your chosen name is not already on the Company and Limited Liability Partnership Names Index and is not one which needs the Secretary of State’s approval, then send your incorporation document (or Form LLP3 if an existing limited liability partnership is changing its name) to:

  • Limited Liability Partnership Team, Cardiff for limited liability partnerships registered in England and Wales; or
  • The Registrar of Companies for Scotland for limited liability partnerships registered in Scotland.

If your documents are correct, the limited liability partnership name will be registered and a certificate of incorporation issued.

More information about incorporating limited liability partnerships is covered in the Introduction of this guide. Information about changing the name of a limited liability partnership is given in Change of limited liability partnership name.

Limited Liability Partnerships, Crown Copyright © 2005-2013
1 2 3 4 5 6 7 8 9 10

Leave a Reply

Your email address will not be published. Required fields are marked *

*

You may use these HTML tags and attributes: <a href="" title=""> <abbr title=""> <acronym title=""> <b> <blockquote cite=""> <cite> <code> <del datetime=""> <em> <i> <q cite=""> <s> <strike> <strong>