If you’re a business owner, the goodwill in the name under which you carry on business is integral to your brand and reputation. But what if someone else’s company name is the same or too close to that name, potentially misleading your customers or profiting off your goodwill? In this article, Jonathan Dawe, co-founder of PaperRockDocs and practising corporate lawyer, explains the legal protections available to businesses and professionals facing this issue, including the often overlooked but powerful Company Names Tribunal. He also explores recent case examples that shed light on the Tribunal’s scope and limitations, helping you understand how you can use the Tribunal to protect your business name effectively.

Introduction to the Company’s Name Tribunal

The Tribunal may not be as widely known amongst lawyers and businesses as it should be.  That may just be my perspective – having trained under the Companies Act 1985, I still refer to the Companies Act 2006 as the “new Act”.

In essence, the Tribunal offers a valuable, cost-effective way to force a company to change its name if it has been registered to exploit of another’s goodwill or trade mark.  Recent legislative updates have also reduced the grounds on which an application could be defended.

The Tribunal’s decisions (available at Company Names Tribunal – GOV.UK (www.gov.uk), are an interesting read, and show the lengths people will sometimes go to argue the equivalent of black being white, despite overwhelming evidence. This article outlines the Tribunal’s powers and application and case examples illustrating the scope and limitations of its remedies.

Same or similar company names what qualify?

An important point to note at the outset is that the Tribunal does not have the power to order a change of company name simply on the grounds that one company’s registered name is the same as or “too like” another’s.  Instead, it deals with situations where a company’s name infringes on a name with existing goodwill or suggests a misleading connection.

For situations where one company’s name is the same as or similar to another company, Companies House may instead direct a company to change its name.  The Company Names Regulations 2015 regulate words and expressions which are to be regarded or disregarded for this purpose.  It is worth noting that words which were previously ignored when determining same or similar names, such as “Holding” and “International”, are no longer disregarded.

The Company Names Tribunal provides an effective and affordable route for businesses to protect their names from misuse

Powers of the Tribunal

The Tribunal’s authority comes from the Companies Act 2006 and the Company Names Adjudicator Rules 2008.  If an application is upheld, the Tribunal orders a name change to a non-offending name. 

If the order is not complied with, the Tribunal will assign a new name and direct that it is changed at Companies House.  The name will usually consist of string of numbers, as in the case of “MC Bloomberg Ltd” whose name was changed to “14758170 Ltd” in 2024 following a successful application by Bloomberg Finance Three L.P.

The Tribunal’s first decision, made in 2008, ordered “Coke Cola Limited” to change its name in an undefended application by The Coca Cola Company.  Recently, Bayersiche Motoren Werke AG (BMW) obtained a similar order against “BMWG Limited”.

As illustrated above, the most of the Tribunals’ cases are undefended.  Other recent examples include:

• application by Lego Company Limited against “Lego Repairs Limited”
• application by UBS Group AG against “UBS Services Ltd”
• application by Rolex SA against “Ecorolex Ltd”
• application by LIV Golf Ltd against “LIV Golf Enterprises Ltd”

Tribunal proceedings

The application process and Tribunal proceedings can be summarised as follows:

1. Application

Anyone can submit an application to the Tribunal to challenge another’s registered company name, using Form CNA1 and paying a fee of £400. 

The applicant does not necessarily need to have a registered company name before applying and applications can also be made by companies and persons outside the UK – see the examples of USB Group AG and Rolex SA mentioned above.

The applicant will however need to demonstrate that it has goodwill in the registered name of the offending company.  A good illustration of how this requirement will be applied by the Tribunal is the successfully defended case of “General Electric Company Ltd” from 2023.  The applicant General Electric Company failed to show that it had goodwill in the name “General Electric Company” as opposed to the names “GE” and “General Electric”

The primary respondent to the application is the company with the offending name.  From March 2024, the applicant can also now join as respondents members or directors of the company at the time when the name was registered.   This means that awards of costs can be made by the Tribunal directly against the individual directors and members of the company. 

2. Initial Review 

The Tribunal reviews the application for completeness and validity, including evidence supporting the claim.  If the application is accepted, the primary respondent is notified and given a chance to respond.

3. Response from the Respondent

The respondent can either defend the name, providing reasons why it should not be changed, or concede to the application and agree to change the name.  A defence must be filed within 30 days using form CNA2, for which a fee of £150 is payable. 

Alternatively, the respondent may fail to respond to the application, in which case an order for a change of name will be made by the Tribunal on an unopposed basis.

The grounds on which the respondent can defend the application are:

• the offending name was registered before the commencement of the activities on which the applicant relies to show goodwill or reputation
• the offending name was registered in the ordinary course of a company formation business, and the company is available for sale to the applicant on the standard terms of that business
• the offending name was adopted in good faith
• the interests of the applicant are not adversely affected to any significant extent.

The first of these two grounds of defence will fail if the applicant shows that the main purpose in registering the name was to obtain money or other consideration from the applicant, or to prevent them from registering the name.

Previously, the respondent could also defend an application on the basis that:

• it is operating under the name
• it is proposing to operate under the name and has incurred substantial start-up costs in preparation, or
• it was formerly operating under the name and is now dormant

These defences were repealed in March 2024 and are no longer available to respondents.  They are likely to result in a higher number of applications to the Tribunal being decided on an undefended basis.

One of the more noteworthy cases heard by the Tribunal, and worth a read if time permits, is the 2023 decision in Meta Platforms Incorporated Ltd.  This case arose from an application by Meta Platforms Inc., the parent company of Facebook, Instagram and Whatsapp.  The disputed company had been incorporated in December 2021 and Meta argued that its name and timing were opportunistic, following Facebook Inc’s October 2021 rebranding to Meta Platforms Inc.  Interestingly, the application was contested, leading to a full Tribunal hearing with evidence and witnesses presented.

The respondent’s defence partly relied on the ground (which is no longer available) that it had incurred substantial start-up costs (in excess of £400,000) in preparing to launch a mining services advertising business under the “Meta” name.  Despite submitting extensive evidence, the Tribunal concluded that the respondent had not demonstrated these costs had actually been incurred.

The Tribunal also found that the respondent had fallen “far short” in establishing its claim that the company name had been adopted in good faith.  This claim was undermined in particular by the respondent’s without prejudice offer to Meta, which included a request for payment of the sum of £100 million as a goodwill gesture to change the company name.  This was characterised by the Tribunal as “nothing other than brazen and opportunistic attempt to extort money from the Applicant”.

4. Next steps

If the respondent opts to defend the application, the Tribunal will establish deadlines for both parties to submit supporting their case, using form CNA3 with a filing fee of £150.

If the applicant fails to submit evidence, the Tribunal may dismiss the application as withdrawn,

If the applicant files evidence demonstrating that it owned goodwill or reputation under the name at the time of the company name registration (or the registration holder acknowledges this) and the registration holder fails to provide a satisfactory defence of its registration, the Tribunal will order a change of name.

In defended cases, a decision will be made by an adjudicator or panel, with or without a hearing.  Either party can request an in-person hearing at a cost of £100 which can take place in Newport, South Wales (at the IPO) or remotely.  Following the hearing, a written decision will be issued, detailing whether a name change is required or why no change is deemed necessary.

5. Failure to change a company name following an order

If the offending company fails to change the name by the date specified, the adjudicator may determine a new name for the company and order the Registrar of Companies to make the change without the company’s consent.

6. Appeal

Either party may appeal the decision made by the adjudicator to the High Court of England and Wales, the High Court of Northern Ireland or the Court of Session in Scotland.

7. Timescales

Much depends upon the parties themselves e.g. whether an application is defended, whether the parties adhere to the timescales set by the adjudicator or whether they ask for more time to file evidence and whether the parties appeal against the adjudicator’s decision to the court.

8. Costs

Fees for the Tribunal are available.  In addition to these fees, the arbitrator may make an award of costs against either party. 

In the Meta case discussed above, Meta applied for its costs and the Tribunal made an order against the respondent for costs in the sum of £57,700.

Conclusion

In summary, the Company Names Tribunal provides an effective and affordable route for businesses to protect their names from misuse.  While some cases proceed undefended, the Tribunal’s decisions highlight its important role in deterring opportunistic registrations. By compelling name changes and imposing costs, the Tribunal offers a deterrent against those attempting to profit from others’ established reputations.