Changes to the Companies Act 2006 which impact the Company Names Tribunal
Updated 4 March 2024
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On Monday 4 March 2024, the government introduced new laws which affect the Company Names Tribunal. The Economic Crime and Corporate Transparency Act 2023 changes some provisions of the Companies Act 2006 that inform Tribunal practice. Those changes are as follows:
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Section 69(1)(b) has been amended so that consideration of similarity between the applicant’s name (in which he has goodwill) and the registered company name is extended to use outside of the United Kingdom, where such use would likely mislead members of the public outside the United Kingdom
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Section 69(3) has been amended so that persons who were members or directors of the registered company at the time at which the name was registered may be joined as respondents
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Section 69(4)(b) has been repealed in its entirety. This means that a defendant will no longer be able to defend the challenge against its registered company name on the basis that (i) it is operating under the name, (ii) it is proposing to do so and has incurred substantial start-up costs in preparation, or (iii) it was formerly operating under the name and is now dormant (users should note that all other defences provided under section 69(4)(a), (c), (d) and (e) remain unchanged)
The Economic Crime and Corporate Transparency Act 2023 does not include any related transitional provisions. Most importantly, this means that no provision is being made for the repealed law to continue to apply in certain cases. The Tribunal takes the view that for all active proceedings which continue beyond the date on which section 69(4)(b) is repealed, that particular provision will no longer be available or enforceable as a defence. Similarly, sections 69(1)(b) and 69(3) will be applicable to all active proceedings that continue beyond the implementation date.