Requirement for Company Name
A registered company must have a name. The word “limited” or its Irish equivalent “teoranta”, must generally appear at the end of the name of a private limited company. Other suffixes, which signify their status, are required in respect of designated activity companies, public limited companies, companies limited by guarantee and unlimited companies.
The name of a private limited company (a LTD) must end with one of the words “limited” or “teoranta”. The word “limited” may be abbreviated to “ltd” (including that abbreviation in capitalised form). The word “teoranta” may be abbreviated to “teo” (including that abbreviation in capitalised form).
Non-commercial companies could formerly apply for an exemption from the requirement to use the suffix “Limited”. Any company could be permitted by the Minister to omit the word “limited” from its name, where its purpose was for science, art, religion, technology or charity, it profits were used exclusively for the promotion of these objects, where payment of a dividend was prohibited and payments on a winding up could be made only to an equivalent entity. This possibility is not now available to limited companies but is available in slightly different terms to some other types of company.
The prohibition on the use of the word “limited” etc., without being registered as a company in Ireland, does not apply to entities incorporated outside the State, that would rank as companies if they were registered in the State. They may be obliged to register as a branch if they establish a place of business within the State.
A company carrying on business under a name other than its corporate name must register in the manner provided by law for the registration of business names. The use of the above abbreviations does not of itself render such registration necessary.
No company may be registered on its incorporation, re-registration, change of name, merger or division, by a name which, in the opinion of the CRO, is undesirable. An appeal lies to the court against a refusal by the CRO to register a company name on this ground. It is desirable to check with the CRO in advance of incorporation or change of name, as to whether it is likely to object to a particular proposed name.
The CRO is likely to consider undesirable, a name which appears to be too similar to an existing name or seems to suggest some official status or approval, which it does not enjoy. Accordingly, companies may not use names which include words like “bank”, “university” or “State”, without having the appropriate consents or status.
Reservation of Name
The Companies Act makes provision for the reservation of a company name for a limited period. Where a name is reserved, a company may not be incorporated by another person in that name, during the reservation period or an extension of it. Another company may not change its name to that name in the period.
The period of reservation is specified in the notification by the CRO, but shall be for not more than 28 days. The CRO may not reserve a name that is undesirable, in its opinion. A person by whom a name has been reserved may apply for an extension of the reservation period.
If an application for the incorporation of a company with a name that has been reserved, is received by the CRO during the specified period (or any extension of it) from the person in whose favour the name has been so reserved, the fee payable to the CRO in respect of that incorporation shall be reduced by an amount equal to the fee already paid.
Where through inadvertence or otherwise, a company is registered with a name (whether on its first registration, or on change of name) which, in the opinion of the CRO, is too like the name by which a company in existence is already registered, the company with the approval of the CRO, may change its name.
If within six months after the date of its being registered with that name, the CRO directs it to do so, a company shall change its name. The direction must be complied with, within six weeks or such longer period as the CRO thinks fit to allow. Where a company changes its name under this provision, the CRO shall enter the new name in the register in place of the former name, and shall issue a certificate of incorporation altered to meet the circumstances of the case.
Change of Name
A company may, by special resolution and with the approval of the CRO, signified in writing, change its name. The 2014 Act removed the requirement for the Minister for Jobs, Enterprise and Innovation to consent to a change of a company name. Where a company changes its name under this provision, the CRO issues a certificate of incorporation in the new name. Details of the former name continue to appear on the register.
A company which was registered by a name specified by statute, may (notwithstanding anything contained in that statute), change its name by the 2014 Act procedure. If the CRO is of the opinion that any Minister of the Government is concerned in the administration of the legislation which specified the name of the company, the CRO shall not approve the change of name, before consultation with that Minister of the Government.
A change of name by a company shall not affect any rights or obligations of the company, or render defective any legal proceedings by or against the company. Any legal proceedings which might have been continued or commenced against it by or in its former name may be continued or commenced against it, by or in its new name.
Where a company changes its name and goes into liquidation within a year, all notices and advertisements relating to the winding up shall include both names.
Registration of Business Names
If a company wishes to carry out business in a name other than its registered name, it must register that name in the Register of Business Names. See generally the section on the registration of business names.
This Register of Business Names is maintained by the CRO and is available on-line. The registration form is brief and requires details of the company or individual concerned, the business name, the nature of the business and the registered office. The requirement to register a business name also applies to an individual who trades in a name, other than his own name.
The CRO may refuse to register a business name on much the same criteria as apply in respect of the registration of a company name. However, it is possible for companies and individuals to register a business name, notwithstanding that another person has registered that name.
Use of Name
The company name or business name (or both, if applicable) must appear outside every office where business is carried out by the company. It must also appear on business letters, notices, official publications, promissory note, bills of exchange, cheques, orders for money or goods invoices, receipts and letters of credit. Failure to do so is a Category 4 offence.
A company officer or director who allows a cheque, promissory note, bill of exchange, order for money or goods invoices, etc., to issue without mention of the correct company name, is personally liable for the relevant debt, to the holder of the bill of exchange, promissory note, cheque or order for money or goods for the amount thereof, unless it is duly paid by the company, or it appears to the court that no injustice will be done by imposing liability for the amount on the company.
On the application of the ODCE or the Registrar, the court may order that a person shall cease within the time specified to carry out any trade, profession or business under a misleading name if the person has been convicted of an offence in respect of misleading names, has been served with a notice, requiring cessation of the use of the name, and fails to comply with the notice after 14 days, or such greater period as may be specified. The court may order that the costs shall be borne by the person concerned.
It is an offence to carry on business with a name which is not registered and correct. It is an offence to carry on business using the word “plc”, “public limited company” or the suffix for another type of company if the entity concerned is not that type of entity. The company and its directors are guilty of an offence. They may be made personally liable for the company’s debts contracted during such period.
A body that is not a company or an individual, may not carry on a trade, profession or business under a name which includes, the word “limited” or “limited by shares” or abbreviations of that expression. There is an exemption for companies formed abroad. A body or person who does so is guilty of a Category 3 offence.
A company shall not use a name which may reasonably be expected to give the impression that it is a company other than a private company limited by shares, in circumstances in which that fact is likely to be material to any person. A person who contravenes this provision is guilty of a category three offence.
Other Legal Implications
Registration of the company name does not guarantee exclusivity or State approval. There may be other legal implications in the registration and use of a name, which is already in use by another. The use of a name may infringe a registered trade mark.
The use of a name that is similar to that of an existing business may lead to civil liability under the tort of passing off. A passing off claim may arise from the use of the established business name of another. Liability is based on the confusion or potential confusion that might arise in the minds of the public in the use of another’s name in the course of a commercial activity.
References and Sources
Companies Act 2014 S.26-30, S49 (Irish Statute Book)
Companies Act 2014: An Annotation (2015) Conroy
Law of Companies 4th Ed. (2016) Courtney Ch 3
Keane on Company Law 5th Ed. (2016) Hutchinson Ch 3
Other Irish Sources
Tables of Origins & Destinations Companies Act 2014 (2016) Bloomsbury
Introduction to Irish Company Law 4th Ed. (2015) Callanan
Bloomsbury’s Guide to the Companies Act 2015 Courtney & Ors
Company Law in Ireland 2nd Ed. (2015) Thuillier
Pre-2014 Legislation Editions
Modern Irish Company Law 2nd Ed. (2001) Ellis
Cases & Materials Company Law 2nd Ed. (1998) Forde
Company Law 4th Ed. (2008) Forde & Kennedy
Corporations & Partnerships in Ireland (2010) Lynch-Fannon & Cuddihy
Companies Acts 1963-2012 (2012) MacCann & Courtney
Constitutional Rights of Companies (2007) O’Neill
Court Applications Under the Companies Act (2013) Samad
Company Law – Nutshell 3rd Ed. (2013) McConville
Questions & Answers on Company Law (2008) McGrath, N & Murphy
Make That Grade Irish Company Law 5th Ed. (2015) Murphy
Company Law BELR Series (2015) O’Mahony
Companies Act 2006 (UK) (Legilsation.gov.uk)
Statute books Blackstone’s statutes on company law (OUP)
Gower Principles of Modern Company Law 10th Ed. (2016) P. and S. Worthington
Company Law in Context 2nd Ed. (2012) D. Kershaw
Company Law (9th Ed.) OUP (2016) J Lowry and A Dignam
Cases and Materials in Company law 11th Ed (2016) Sealy and Worthington
UK Practitioners Services
Tolley’s Company Law Handbook
Palmer’s Company Law