Companies Act 2006 – Section 75

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CHAPTER 4: OTHER POWERS OF THE SECRETARY OF STATE

Section 75: Provision of misleading information etc

176. This section replaces section 28(3) of the 1985 Act and, insofar as they support that
subsection, section 28(4) and (5). It provides power for the Secretary of State to direct a
company to change its name within a specified period in two circumstances. First, if
misleading information was given to enable the adoption of the name. Second, if an
undertaking or assurance given to enable the adoption of the name has not been fulfilled. The
direction can only be made up to five years after the adoption of the name. It is an offence not
to comply with the direction.

Section 76: Misleading indication of activities

177. This section replaces section 32 of the 1985 Act. It provides power for the Secretary
of State to direct a company to change its name, regardless of how long the company has had
the name, in the specified circumstances. The circumstances are that, in his opinion, not only
does the name give a misleading indication of the nature of the company’s activities but also
that the public are likely to suffer harm as a result. The company may appeal to the court,
who may either confirm the direction or set it aside. It is an offence not to comply with the
direction.

178. The section also sets time limits for compliance with the direction (6 weeks) and the
application to the court (3 weeks). If the court confirms the direction, it specifies the deadline
for compliance.

CHAPTER 5: CHANGE OF NAME

Section 77: Change of name

179. This section replaces section 28(1) of the 1985 Act. Under the existing provision,
companies can only change their names:

• by special resolution; or

• following a direction by the Secretary of State in the restricted circumstances provided
by section 31 of the 1985 Act, which apply only to companies exempt from their name
concluding in “limited.”

180. This section also provides for the following means:

• whatever means are provided in the company’s articles (this means that the company
will be able to determine the procedures for changing its own name);

• by an order of the company names adjudicator if an objection under section 73 is
upheld, or by a court following an appeal against the adjudicator’s decision under
section 74; and

• under section 1033 on the company’s restoration to the register.

Section 78: Change of name by special resolution

181. This section is a new provision. It requires the company to notify the registrar of a
change of name when it has been agreed by special resolution. This requirement is in addition
to the obligation under Chapter 3 of Part 3 to forward a copy of the special resolution to the
registrar. Subsections (2) and (3) address the particular situation where a company has passed
a special resolution to change its name but the change is not to take place until some other
event has occurred (e.g. a merger). The notice of change of name must say that the change is
conditional and whether the event has occurred. If the event has not yet occurred, the registrar
will not act on the notice to change the name until she has received a second notice stating
that the specified event has occurred. The registrar may rely on that statement without further
evidence.

Section 79: Change of name by means provided for in company’s articles

182. This section is a new provision, supplementing the new provision (section 77(1)(b))
whereby a company may change its name by any means provided for in its articles. Subsection (1) requires the company to provide the registrar with both a notice of the name
change and a statement that the change has been made in accordance with the company’s
articles. Subsection (2) ensures the registrar may rely on that statement without further
evidence.

Section 80: Change of name: registration and issue of new certificate of incorporation

183. This section, which partly replaces sections 28(6) and 32(5) of the 1985 Act, provides
for the procedures that the registrar must perform before a company’s proposed new name is
effective. Subsection (2) provides for the checks both that the name meets all the
requirements for a company’s name in this Part of the Act and that the necessary documents
have been provided. Subsection (3) provides for the company to be issued with a certificate of
incorporation with the new name.

Section 81: Change of name: effect

184. This section, which replaces sections 28(6) and 32(5) in part and, in total, section
28(7) of the 1985 Act, provides that the new name is effective as soon as the altered
certificate of incorporation is issued. It also provides that the change of name does not affect
the company’s rights or obligations or legal proceedings by or against it in its previous name.

CHAPTER 6: TRADING DISCLOSURES

Section 82: Requirement to disclose company name etc

185. This section replaces sections 348(1), 349(1), and 351(1) and (2) of the 1985 Act and,
insofar as it applies to companies, section 4(1) of the Business Names Act 1985. It provides power for the Secretary of State to make regulations requiring every company:

• to display a sign with its name and specified other information at specified locations;

• to include its name and specified other information in specified documents and
communications;

• to provide its name and specified other information to those who request it in the
course of business (this is a new provision insofar as it applies to companies doing
business under their registered names).

Section 83: Civil consequences of failure to make required disclosure

186. This section replaces section 5 of the Business Names Act 1985, so far as it applies to
companies. As recommended by the CLR (Final Report, paragraph 11.57), it follows the
precedent of the Business Names Act as regards the civil consequences of failure to comply
with the information requirements made in regulations under section 82: the provision for
personal civil liability of officers in default in section 349(4) of the Companies Act 1985 is
not included.

Section 84: Criminal consequences of failure to make required disclosures

187. This section replaces sections 348(2), 349(2) and (3) and 351(5) of the 1985 Act and,
insofar as it applies to companies, part of section 7 of the Business Names Act 1985. It makes
it an offence not to comply with the requirements, to be specified in regulations under section 82, for every company to disclose its name and specified other information.

Section 85: Minor variations in form of name to be left out of account

188. This section is a new provision. It means that the company’s name as used to comply
with the disclosure requirements need not be exactly the same as the registered name. The
permitted differences are the case of the letters, the use of punctuation, accents, etc and
formatting. However the differences must not result in there being a risk of confusion.

PART 6: A COMPANY’S REGISTERED OFFICE

Section 86: A company’s registered office

189. This section restates section 287(1) of the 1985 Act. It requires every company to
have a registered office and provides for that office to be an address to which
communications and notices may be sent. Section 1139 provides that the service of a
document on a company is effective if it is sent to its registered office.

Section 87: Change of address of registered office

190. This section restates section 287(3) to (6) of the provisions of the 1985 Act. It
provides the means by which a company may change the address of its registered office.

Section 88: Welsh companies

191. This section provides a definition of a Welsh company. A company can be set up as a
Welsh company by delivering to the registrar a statement on formation that its registered
office is to be situated in Wales (see section 9(2)(b)). Subsection (2) restates section 2(2) of
the 1985 Act whereby a company may become a Welsh company by passing a special
resolution (so that the register states that its registered office is to be situated “in Wales”). As
recommended by the CLR, subsection (3) provides a mechanism whereby a company can
cease to be a Welsh company (i.e. so that the register states that its registered office is to be
situated in “England and Wales”). This is new. At present, while a company may choose to
restrict the address of its registered office to Wales on formation or subsequently by special
resolution, it is not possible under the 1985 Act for a Welsh company to drop the restriction
so that its registered office address can be changed to anywhere in England and Wales.

192. Welsh companies may deliver documents to the registrar in Welsh (see section 1104).
Welsh companies may also end their company name with Welsh versions of the statutory
indicators of legal status. For example, “cyfyngedig” in place of “limited” or “c.c.c.“ in place
of “p.l.c.” (see sections 58 and 59). When a company ceases to be a Welsh company using
the procedure under this section, it may no longer take advantage of these provisions.

193. Where a company passes a special resolution under subsection (2) or (3) (and so
becomes or ceases to be Welsh company) subsection (4) provides that the registrar will
amend the register and issue the company with a new certificate of incorporation.

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