The new UK Company House rules are set out in an interesting recent publication that readers may view here: Our new powers to challenge and change company names – Companies House (blog.gov.uk)

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Reading this, I reflect that in Gibraltar, we enjoy a close working relationship with Companies House locally. It is important to maintain confidence in this part of the incorporation process – albeit the administration should be straightforward. If I may put it another way: get the simple things right at the outset – and it bodes well for continued good corporate governance throughout the life of the company.

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Deciding on a company name is something clients often leave to the last minute. This can lead to disappointment if their first choice is unavailable. Reading about recent changes to procedures in the UK demonstrates to me that that we are rather fortunate here in Gibraltar. We receive an efficient business-friendly service that benefits us as corporate service providers and trust companies together with our clients and their advisers.

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When choosing a company name, Companies House will not allow rude or offensive words for obvious reasons. For clients dealing cross-border, I would go a little further and check that a chosen name avoids anything that could be confused with a similar expression in a foreign language. In most jurisdictions, some other words will require further explanation or documentation at the application stage or occasionally regulator’s consent. Locally, these include “Gibraltar”, “British”, “International” and even “Betting”. They allow abbreviations, but require a written statement explaining the initials’ meaning.

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The use of registered Business Names (e.g. Acquarius) or Trademarks is also restricted when being used as company names, unless the company itself is part of a group that is the registrant for the name or mark.

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Companies House in Gibraltar has produced a useful guidance note relating to sensitive words and expressions when naming entities. Readers may access the guidance note here: https://www.companieshouse.gi/publications/C0004.pdf

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It is possible to reserve a company name in Gibraltar for a limited period. This incurs a modest fee but can be very helpful when preparing corporate documentation. 

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Clients’ attitudes to company names vary widely. In some cases, clients ask me very early on in the incorporation process to check or reserve a name. Others leave it to the last minute – and some are not that interested at all. Timing is really a matter of common sense depending on the circumstances including the rationale for establishing the company in the first place.

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Generally, my approach is to agree the company name early on but this may not prove possible – or even necessary. For example, M&A documentation often uses generic terms such as “BidCo”, “TopCo” or “NewCo” attached to large transactions until quite late in the process. 

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Families are likely to be more interested but again I would advise caution. A matter may involve bona fide confidentiality, as opposed to secrecy that could imply something strange going on. It is not much use putting everything together only to name the company 78 Acacia Gardens Limited, by way of a (fictitious) example. I have seen this type of mistake on many occasions. 

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Depending on where you choose to incorporate your company, your first name choice may not be available. This is common in jurisdictions that are home to hundreds of thousands of companies, such as BVI. Even in Gibraltar, someone else may already have used your choice – or something too close to it. I recommend suggesting three names in descending order of preference as part of your company application. 

Shakespeare’s Juliet wailed, “What’s in a name?” If you do not agree with her and would prefer not to leave the company name to chance, speak to your corporate manager or adviser sooner rather than later. As with many areas in this industry, company name rules are tightening. I believe that the UK is really only just catching up with us.

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‍Acquarius continues to provide regular updates on local and international industry related issues. We will publish further articles on companies in the future. For specific assistance in the meantime, please contact Tamara Skillicorn for any information about Acquarius and its extensive range of services.