Published: 18th February 2016
Can you keep a company name after liquidation?
It’s easy to see why you might want to retain your company name, even after liquidation. Maybe it was your first business and you want to try again, or you put a lot of effort into branding and don’t want to lose the impact of that.
Unfortunately, Section 216 of the Insolvency Act 1986, prohibits the use of limited company names post-liquidation. This is partly to protect the financial interests of creditors and members of the public, and applies to any company name used in the 12-month period leading up to liquidation.
Time limit for this ruling
The rule is applicable to any director or shadow director in office at the company in the same 12-month period. It is important to note that it also covers ‘similar’ names which might mislead the public into thinking it is the same, or an associated, company.
Directors or shadow directors must not use or be involved in the formation of any company with the prohibited name, or any similar name, for a period of five years from the date of liquidation.
Are there any exceptions to the rule?
Certain exceptions exist to this ruling:
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Purchase the company and its name during the insolvency process
You have a short timescale in which to purchase the entire, or a substantial part of the company, including its debt, from the liquidator. This purchase includes the company name and the rights to use it. All company creditors must be informed, and a notice placed in the Gazette within 28 days of purchase. - Apply to court to retain the name
You can apply to the court within seven days of the date of liquidation to keep the name. You can use it for up to six weeks, or until a decision has been made by the court. Bear in mind, though, that they might not rule in your favour.
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Groups of companies
Some companies have very similar names if they are part of a group, and an exception exists to allow for this and prevent associated businesses being adversely affected by one of their group
Penalties for contravening these rules
There are severe penalties if you go against these rules, including fines and imprisonment. The courts take a dim view of anyone suspected of trying to mislead the public or creditors, and you may also become personally responsible for company debt from the time when you took over the name.
These penalties could also be applied to anyone acting on the instructions of someone who has contravened Section 216, if they are aware of what is happening. These rules are in place to prevent unscrupulous directors from evading their responsibilities to creditors by simply setting up a new company following liquidation of their old business.
If you’re in any doubt as to whether or not these rules apply to you, Real Business Rescue is here to help. We offer same-day consultations to discuss your situation, and the options available. With 78 offices across the UK, you’re never far away from expert and confidential advice.
Further Reading on Articles about UK Company Law
Keith Tully
Partner
Free Guide for Limited Company Directors
Business Rescue Advice for Directors
- How to manage company cash flow problems
- Advice on dealing with HMRC
- Understanding rescue and closure options
- And much more...
Business Rescue Guide for Accountants
Dealing with your Insolvent Clients
- Helping you advise insolvent clients
- Spotting signs of client distress
- Exploring business rescue options
- And much more...
