In Name Only – Restrictions on Reusing a Company name

The Importance of a Company Name

In business, a company’s name holds significant value. A strong brand requires substantial investment and effort over time. Therefore, preserving the benefits of a well-established name is crucial. However, when a company faces insolvency, reusing a prohibited name may be tempting, but it comes with legal restrictions. These laws aim to protect creditors and the public from potential misuse.

The Legal Restrictions on Reusing a Company Name

Under the Insolvency Act 1986, reusing a company’s name after it has entered insolvent liquidation is generally prohibited. Specifically, a director, or even a shadow director (someone acting as a director without formal appointment), of the insolvent company cannot use the prohibited name for five years. This restriction applies to any business activities, whether as a sole trader, in partnership, or within a new company that uses the prohibited name.

What is a Prohibited Name?

A prohibited name is one under which the insolvent company was known or any similar name within the same line of business. This restriction isn’t limited to the registered name but includes any trading names associated with the liquidated company.

Consequences of Using a Prohibited Name

The repercussions of using a prohibited name are severe. If someone contravenes Section 216 of the Insolvency Act 1986, they could face criminal charges, including fines and imprisonment. Moreover, under Section 217, the individual may be personally liable for the debts incurred by the new company using the prohibited name. This liability even extends to those involved in managing the new company who knowingly follow the instructions of someone in breach of Section 216.

Exceptions to the Prohibition

Although the prohibition is strict, there are specific exceptions under the Insolvency Rules 1986:

1. Sale of Business by a Licensed Insolvency Practitioner: If the insolvent company’s business is sold, directors may reuse the name. However, they must notify creditors and publish a notice in the London Gazette within 28 days of the sale.
2. Court Permission: Directors can apply to the court for permission to use the prohibited name, but they must do so within seven days of the company entering liquidation.
3. Continuous Use by a Successor Company: If a successor company has used the name for at least 12 months before the original company’s liquidation and was actively trading, this may be another exception.

Seeking Legal Advice

Exploring the complexities of company law is challenging. If you face issues related to reusing a company name, it’s wise to seek professional legal advice. At 360 Law Services Limited, we are here to help you understand your rights and obligations.

At 360 Law Services, we expertly guide clients through company law matters, including the complexities of reusing a company name. Our experienced team navigates legal restrictions, secures necessary permissions, and ensures full compliance with the Insolvency Act 1986. Whether you need tailored advice or full legal representation, we protect your interests and help you make informed decisions.

5 Key Takeaway Points

Here are five key takeaway points from the blog:

1. 1. The law restricts reusing a company name after insolvency to protect creditors and the public from potential misuse.
   2. Directors who reuse a prohibited name risk criminal charges, fines, imprisonment, and personal liability for company debts.
   3. A prohibited name includes any name the liquidated company used or a similar name in the same industry.
   4. There are exceptions, such as business sales by insolvency practitioners or obtaining court permission within specified timeframes.
   5. Seeking expert legal advice is crucial to navigate these restrictions and ensure compliance with the Insolvency Act 1986.