Choosing where your company will be formed

For company formation purposes, England and Wales and Scotland and Northern
Ireland are separate jurisdictions and each has its own Companies Registry. There
are differences between the laws of the two jurisdictions, but the rules for company
formation are the same. A company registered in England and Wales must have its
registered office address in England or Wales and a Scottish company must have its
registered office in Scotland. Similarly a Northern Irish company must have its
registered office located in Northern Ireland.

To form a Scottish or Northern Irish company go to www.oswalds.co.uk or call the
Oswalds Company Formations department on 0131 557 6966.

Registered office
The registered office is the company's official address. This is where government
bodies such as Companies House will send official correspondence and it is also
where court documents must be served. So it is vital that correspondence arriving at
the registered office comes to the attention of the directors very quickly. The company
need not carry out any trading activity from its registered office, so it can be an
accommodation address. However, the registered office address cannot be a PO Box
number.

We can provide one of our addresses in Bristol or London as the registered office. We
also offer a commercial mail forwarding service, whereby your business
correspondence will be forwarded during normal office hours, Monday to Friday.

You must notify Company House if the location of your Registered Office changes.

Choosing a company name
The company name is very important as it can become a valuable asset in the balance
sheet, so it is important to choose one that does not create any legal problems.
There are a number of regulations to consider:

• The company name must end in "Limited" or "Ltd" and that word must not
  appear elsewhere in the name.
• The name must not be offensive or imply criminal activity.
  

The name must not be the same as an existing company. The Jordans’ namechecking
facility allows you to check if your name is available or not. Companies House
ignores some words when considering whether names are identical e.g. "Smith & Co
Limited" is treated as the same as "Smith Limited". Jordans’ name-checking facility allows
you to check if your name is available or not, and takes these rules into account.

Companies House cannot refuse to register your company name on grounds that it is
similar to that of an existing company. However, once a name is registered, another
limited company can object if the name is "too like" their own. Companies House will
consider the objection, and can order a company to change its name. They can also
order a company to change its name if the name is different from an existing name only
because it uses a symbol rather than a word - such as "@" rather than "at" or "+"
rather than "plus".

If you use a name which misleads the public into believing that they are dealing with
someone else, you may have a "passing off" action brought against you by the
affected business. In either event, an order can be made for up to 12 months after the
name is registered. You should therefore check the Companies Index for similar names
before forming the company. Since there are so many variables that can affect whether
one name is considered "too like" another, you must use your judgment when
searching for similar names. Our name-checking facility will not alert you to existing
companies that are likely to object on grounds it is too similar to their own.

Some words cannot be used in a company name without permission. These are often
called "sensitive" words. Sometimes the permission of the Registrar of Companies is
needed and sometimes that of a third party. Our name-checking facility will alert you if
you choose a name containing a sensitive word.

Be extra careful if the name includes a symbol. If you are in any doubt about your
proposed company name, or for additional guidance on choosing a company name,
call us on 0117 918 1470 or email us.

Once your company is incorporated, Jordans can help you to protect a company name
against passing off and alert you to newly formed companies with similar names.

How will the company name appear on the certificate?
Companies House only issues certificates in upper case. However, you can display
the name in lower case on the seal, Memorandum and Articles of Association and
company stationery.