Regulations made by the Secretary of State, laid before Parliament under sections 55(2), 1194(2) and 1291 of the Companies Act 2006, and section 55(2) of that Act as applied by regulation 8 of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 for approval by resolution of each House of Parliament within twenty-eight days beginning with the day on which the Regulations were made, subject to extension for periods of dissolution, prorogation or adjournment for more than four days.
Statutory Instruments
2009 No. 2615

Companies
Limited Liability Partnerships
Business Names
The Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2009

Made
25th September 2009

Laid before Parliament
30th September 2009

Coming into force
1st October 2009

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(1) 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(2).

Citation and commencement

1.  These Regulations may be cited as the Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2009 and come into force on 1st October 2009.

Interpretation

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 applicable to sections 55 and 1194 of the 2006 Act

3.—(1) 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.

(2) For the purposes of section 55(1) of the 2006 Act any word or expression specified in Part 1 of Schedule 1 which contains an accent or other diacritical mark is to be read as though that accent or other diacritical mark were omitted.

Specified words and expressions applicable to section 55 of the 2006 Act

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 irrelevant

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 relevant

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.

7.  The following Regulations are revoked—

(a)the Company and Business Names Regulations 1981(3),

(b)the Company and Business Names (Amendment) Regulations 1982(4),

(c)the Company and Business Names (Amendment) Regulations 1992(5),

(d)the Company and Business Names (Amendment) Regulations 1995(6),

(e)the Company and Business Names (Amendment) Regulations 2001(7), and

(f)the Company and Business Names (Amendment) (No.2) Regulations 2007(8).

Davies of Abersoch
Minister for Trade, Investment and Small Business
Department for Business, Innovation and Skills
25th September 2009

Regulations 3 and 4

SCHEDULE 1Specified Words and Expressions

PART 1Specified words and expressions applicable to sections 55(1) and 1194(1) of the 2006 Act

Abortion
Accredit
Accreditation
Accredited
Accrediting
Adjudicator
Association
Assurance
Assurer
Audit office
Auditor General
Authority
*Banc
Bank
Banking
Banknote
Benevolent
Board
*Breatannach
*Breatainn
*Brenhinol
*Brenin
*Brenhiniaeth
Britain
British
*Cenedlaethol
Chamber of
Charitable
Charity
Charter
Chartered
Child maintenance
Child support
*Coimisean
*Comhairle
*Comisiwn
Commission
Co-operative
Council
*Cyngor
Data protection
Dental
Dentistry
Disciplinary
Discipline
*Diùc
*Dug
Duke
Ei Fawrhydi
England
English
European
Federation
Friendly Society
Foundation
Fund
Giro
Government
Group
*Gwasanaeth iechyd
*Gwladol
Health centre
Health service
Health visitor
His Majesty
Holding
HPSS
HSC
Human rights
Inspectorate
Institute
Institution
Insurance
Insurer
International
Judicial appointment
King
Licensing
*Llywodraeth
Medical centre
Midwife
Midwifery
*Mòrachd
Mutual
National
NHS
Northern Ireland
Northern Irish
Nurse
Nursing
Oifis sgrùdaidh
*Oilthigh
Ombudsman
*Ombwdsmon
Oversight
*Parlamaid
Parliament
Parliamentarian
Parliamentary
Patent
Patentee
Police
Polytechnic
Post office
Pregnancy termination
*Prifysgol
Prince
*Prionnsa
*Prydain
*Prydeinig
Queen
Reassurance
Reassurer
Register
Registered
Registrar
Registration
Registry
Regulation
Regulator
Reinsurance
Reinsurer
*Riaghaltas
*Rìgh
Rìoghachd Aonaichte
Rìoghail
Rìoghalachd
Royal
Royalty
Rule committee
Scotland
Scottish
Senedd
Sheffield
Siambr
Social service
Society
Special school
Standards
Stock exchange
Swyddfa archwilio
*Teyrnas Gyfunol
*Teyrnas Unedig
Trade union
Tribunal
Trust
*Tywysog
Underwrite
Underwriting
United Kingdom
University
Wales
Watchdog
Welsh
Windsor

PART 2Specified words and expressions applicable to section 55(1) of the 2006 Act

Alba
Albannach
Na h-Alba
*Cymru
*Cymraeg
*Cymreig

Regulations 5 and 6

SCHEDULE 2List of Government departments and other bodies whose views must be sought

PART 1Applications where situation of registered office or principal place of business is irrelevant

Column (1)

Word or expression specified under regulation 3

Column (2)

Specified Government department or other body whose view must be sought

Abortion
Department of Health

Accredit
Department for Business, Innovation & Skills

Accreditation
Department for Business, Innovation & Skills

Accredited
Department for Business, Innovation & Skills

Accrediting
Department for Business, Innovation & Skills

Assurance
Financial Services Authority

Assurer
Financial Services Authority

Banc
Financial Services Authority

Bank
Financial Services Authority

Banking
Financial Services Authority

Banknote
The Governor and Company of the Bank of England

Brenhinol
The Welsh Assembly Government

Brenin
The Welsh Assembly Government

Brenhiniaeth
The Welsh Assembly Government

Child maintenance
Child Maintenance and Enforcement Commission

Child support
Child Maintenance and Enforcement Commission

Data protection
Information Commissioner’s Office

Dental
General Dental Council

Dentistry
General Dental Council

Diùc
The Scottish Executive

Dug
The Welsh Assembly Government

Ei Fawrhydi
The Welsh Assembly Government

Friendly Society
Financial Services Authority

Fund
Financial Services Authority

Gwasanaeth iechyd
The Welsh Assembly Government

Health visitor
Nursing & Midwifery Council

HPSS
Department of Health, Social Services and Public Safety

HSC
Department of Health, Social Services and Public Safety

Insurance
Financial Services Authority

Insurer
Financial Services Authority

Judicial appointment
Ministry of Justice

Llywodraeth
The Welsh Assembly Government

Medical centre
Department of Health, Social Services and Public Safety

Midwife
Nursing & Midwifery Council

Midwifery
Nursing & Midwifery Council

Mòrachd
The Scottish Executive

Mutual
Financial Services Authority

NHS
Department of Health

Nurse
Nursing & Midwifery Council

Nursing
Nursing & Midwifery Council

Oifis sgrùdaidh
Audit Scotland

Oilthigh
The Scottish Executive

Parlamaid
The Scottish Parliamentary Corporate Body

Parliament

The Corporate Officer of the House of Lords

and

The Corporate Officer of the House of Commons

Parliamentarian

The Corporate Officer of the House of Lords

and

The Corporate Officer of the House of Commons

Parliamentary

The Corporate Officer of the House of Lords

and

The Corporate Officer of the House of Commons

Patent
The Patent Office

Patentee
The Patent Office

Polytechnic
Department for Business, Innovation & Skills

Pregnancy termination
Department of Health

Prifysgol
The Welsh Assembly Government

Prionnsa
The Scottish Executive

Reassurance
Financial Services Authority

Reassurer
Financial Services Authority

Reinsurance
Financial Services Authority

Reinsurer
Financial Services Authority

Riaghaltas
The Scottish Executive

Rìgh
The Scottish Executive

Rìoghail
The Scottish Executive

Rìoghalachd
The Scottish Executive

Rule committee
Ministry of Justice

Senedd
The National Assembly for Wales

Sheffield
The Company of Cutlers in Hallamshire

Swyddfa archwilio
Auditor General for Wales

Tywysog
The Welsh Assembly Government

Underwrite
Financial Services Authority

Underwriting
Financial Services Authority

PART 2Applications where situation of registered office or principal place of business is relevant

Column (1)
Column (2)
Column (3)
Column (4)
Column (5)

Word or expression specified under regulation 3
Specified Government department or other body whose view must be sought

under regulation 6(a)
under regulation 6(b)
under regulation 6(c)
under regulation 6(d)

Audit office
Comptroller & Auditor General
Auditor General for Wales
Audit Scotland
Northern Ireland Audit Office

Charitable

Charity

The Charity Commission
The Charity Commission
Office of the Scottish Charity Regulator
The Charity Commission

Duke

His Majesty

King

Prince

Queen

Royal

Royalty

Windsor

Ministry of Justice
The Welsh Assembly Government
The Scottish Executive
Ministry of Justice

Health centre

Health service

Department of Health
The Welsh Assembly Government
The Scottish Executive
Department of Health, Social Services and Public Safety

Police
The Home Office
The Home Office
The Scottish Executive
Northern Ireland Office

Special school
Department for Children, Schools and Families
The Welsh Assembly Government
The Scottish Executive
Department of Education

University
Department for Business, Innovation & Skills
The Welsh Assembly Government
The Scottish Executive
Department for Employment and Learning

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.

Since by operation of the Company and Business Names (Miscellaneous Provisions) Regulations 2009 (S.I. 2009/1085) (including those regulations as applied to LLPs), a company or LLP name cannot be registered with any accent or other diacritical mark, regulation 3(2) provides that the words and expressions listed in Part 1 of Schedule 1 with an accent or other diacritical mark are deemed to be specified words and expressions without the accent or other diacritical mark.

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. 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 Company Law and Governance Directorate, Department for Business, Innovation and Skills, 1 Victoria Street, London, SW1H 0ET or on www.bis.gov.uk.

(1)
2006 c.46.

(2)
S.I. 2009/1804.

(3)
S.I. 1981/1685.

(4)
S.I. 1982/1653.

(5)
S.I. 1992/1196.

(6)
S.I. 1995/3022.

(7)
S.I. 2001/259.

(8)
S.I. 2007/3152.