Scottish Company Formations: SENSITIVE WORDS &
EXPRESSIONS
The following words
imply specific Scottish company formation objects or functions:
assurance, assurer, insurance, insurer, re-assurance,
re-assurer, re-insurance or re-insurer - if the name is needed
for an underwriting company, we will normally seek further advice.
However, if you want to use the name for a company that will only
provide insurance services, then you should include the appropriate
qualification, for example 'agents', 'consultants' or 'services',
in the name.
Benevolent,
foundation or fund
- names that include any of these words will normally be refused
if they imply that the company has charitable status. If the company
is limited by guarantee and has a non-profit distribution clause
in the memorandum & articles , then the name will normally be
approved.
Charter or chartered
- names that include these words will be refused if they unjustifiably
give the impression that the company has a Royal Charter. If the
words are used to qualify a profession, we will seek the advice
of the appropriate governing body before considering whether to
give approval.
Charity
- approval for a name including this word normally depends on the
company being registered with the Charity Commission. A company's
objects should be charitable and the memorandum should contain a
non-profit distribution clause.
Cooperative - any company wanting to
use this word should normally be limited by guarantee with each
member having one vote, and include a nonprofit distribution clause
in the memorandums & articles. However, a company limited by
shares may also be permitted to use 'cooperative' in its name in
some circumstances. In either case, we may ask you to provide more
detailed information before giving approval.
Group
- if use of this word implies several companies under one corporate
ownership, then you will need to provide evidence of association
with two or more other British or overseas companies. If the name
clearly shows that the company is to promote the interests of a
group of individuals, then the name will normally be approved.
Holding(s) - a company wishing to use
this word must be a holding company as defined under section 736
of the Companies Act 1985.
Patent or patentee
- a name including either word will only be approved if it does
not contravene the Copyright, Designs and Patent Act 1988.
Post office
- we are likely to seek advice on applications that include these
words.
Register or registered - we treat every application for use of these
words on its merits. Generally, we will seek advice from the appropriate
governing body if names that include these words are linked with
a professional qualification. The name will not be registered if
it unjustifiably implies a connection with HM Government or a local
authority. If such a connection actually exists, the name may be
allowed if the appropriate body supports the application.
Sheffield
- if you wish to use a name that includes the word 'Sheffield',
we will need to establish details of the company's location and
its business activities. We will also consult the Company of Cutlers
in Hallamshire.
Stock exchange
- names including this expression will normally be refused unless
there are special circumstances.
Trade union
- names including this expression will normally be refused unless
they conform to legislation relating to trade unions.
Trust - the word 'trust' can be used
in many different senses. Each application is dealt with on its
merits but the main uses of this word are as follows:
companies wishing
to use the expression 'charitable trust'
will need to apply to the Inland Revenue in Edinburgh as the Charity
Commission has no jurisdiction in Scotland.
Educational
trust or artistic trust
- such companies should have a nonprofit distribution clause in
the memorandum & articles of association and the name should
reflect the nature of the trust. The promoters should be of high
standing in the field.
Family trust
- such companies must be nonprofit distributing and the objects
must reflect the nature of the trust. Names of family trusts will
usually be approved if the name as a whole identifies the company
as such.
Financial trust
or investment trust
- if you wish to use these expressions, you will need to provide
a written assurance that substantial paid up share capital or other
funds will be achieved within a reasonable period after incorporation.
Pensions or
staff trust
- the names of such companies must include the name of the parent
company, and the objects of the company must include the operation
of pension funds.
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