Limited Liability Partnerships

Directions to change a limited liability partnership name

1. What is a ‘direction’?

A direction to change a limited liability partnership name is a legal instruction for a limited liability partnership to complete a Form LLP3 adopting a new name and to register the change at Companies House within a specified time. A direction may be issued, for example, as a result of an objection being lodged by an interested party because one name is ‘too like’ another. This chapter explains how to make an objection, what is considered when deciding whether one name is too like another and generally when a direction may be issued.

2. Who can direct a limited liability partnership to change its name?

The Secretary of State has statutory powers to direct a limited liability partnership to change its name in certain circumstances.

3. How do I object to a name?

If you wish to object to a name, for example because its similarity to your limited liability partnership name may lead to confusion between limited liability partnerships, then you must write to:

For limited liability partnerships incorporated in England and Wales:

The Secretary of State for Trade and Industry
Companies Administration Branch
Companies House
Crown Way
CF14 3UZ

For limited liability partnerships incorporated in Scotland:

The Secretary of State for Trade and Industry
Companies House
37 Castle Terrace

4. What does ‘too like’ mean?

The Secretary of State first looks at the two names. Only if the names appear to be like each other is consideration given as to whether they are ‘too like’, that is if there is a danger of confusion between limited liability partnerships.

If the names differ by one or more words, this may suggest that they are not ‘too like’, depending on, for example, the word(s) and the length of the names in question.

If the names differ in only minor respects, this may suggest that the names are ‘too like’, in which case a direction may be issued. Examples could be:

  • If the difference amounts to only one or two letters, especially when these represent the plural of a word included in an otherwise identical name on the register.
  • If the names differ by short words, particularly when these words are of a generic nature, such as ‘GB’ or ‘UK’ or ‘.com’.
  • If the names differ by slightly longer words when they have substantial or very distinctive elements in common.
  • If they differ only by the use of symbols.

Note: consideration can only be given to the full corporate names of the limited liability partnership.

5. What if the name suggests a connection with a limited liability partnership already on the index?

The Secretary of State does not consider any aspect of ‘implied association’, that is whether the limited liability partnership might be thought to be a member of, or associated with, a particular limited liability partnership or group of limited liability partnerships. Nor is consideration given as to the use of trading or business names, logos, ownership of registered trade or service marks, copyrights, patents etc, or any other proprietary rights existing in names or parts of names.

6. How are objections dealt with?

The Secretary of State’s powers are discretionary, each case being considered on its merits. The Secretary of State will normally inform the limited liability partnership whose name he proposed to direct to be changed, so that this limited liability partnership can put forward any evidence it considers appropriate in justification of retaining the existing name. Any relevant information provided to support or rebut the case for confusion between limited liability partnerships as limited liability partnerships (but not between limited liability partnerships as represented by their trading title, style or activity) will be considered in reaching a decision.

7. When may a direction be issued?

A limited liability partnership may be directed to change its name:

  • Within 12 months of its date of registration if it is the same as or, in the opinion of the Secretary of State, ‘too like’ a name appearing (or which should have appeared) on the index at the time of its registration.

  • Within five years of its date of registration, where the Secretary of State has reason to think that it has provided misleading information for the purposes of registration, or has given undertakings or assurances for that purpose that have not been fulfilled.

  • At any time if the name gives so misleading an indication of the nature of the limited liability partnership’s activities as to be likely to cause harm to the public. This direction must be complied with within six weeks unless an application is made to the Court to set it aside. (Section 32, Companies Act 1985)

8. Can a ‘too like’ name be rejected before the limited liability partnership is registered?

No. Although proposed limited liability partnership names are rejected if they are the ‘same as’ an existing limited liability partnership name, there is no power to reject a name on the grounds that it is ‘too like’ that of another limited liability partnership.

It is in your interest to ensure that the name you choose for your limited liability partnership is sufficiently different from any other name on the register. This will reduce the risk of confusion and the following potential difficulties:

  • objections to the limited liability partnership name;

  • confusion with other limited liability partnerships with a poor trading record;

  • a ‘passing off’ action in civil law.

Limited Liability Partnerships, Crown Copyright © 2005-2013
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