March 2024 changes at the Company Names Tribunal

The Company Names Tribunal (CNT) has always been a relatively straightforward way of preventing third parties from registering company names incorporating terms in which brand owners possess goodwill. However, a key limitation of these complaints has always been section 69(4)(b) of the Companies Act 2006. This section provides that if a company has begun trading, or has already incurred substantial start-up costs in preparation of trading, then they generally have a complete defence to a complaint filed with the Company Names Tribunal. Consequently, in circumstances where a company is trading, brand owners are often forced to pursue alternative, more costly and time-consuming solutions, such as bringing claims at court, in order to protect their goodwill.

Brand owners will therefore be pleased to hear that the Economic Crime and Corporate Transparency Act 2023 has led to section 69(4)(b) of the Companies Act 2006 being completely repealed, with the defence of a company already trading or having incurred substantial start-ups costs in anticipation of trading no longer standing. The remaining defences to a Company Names Tribunal complaint are available if a respondent can show:

1. the name was registered before the complainant acquired goodwill in the name; or
2. that the name was registered in the ordinary course of company formation, and the company is available for sale to the applicant on the standard terms of that business; or
3. that the name was adopted in good faith; or
4. that the interests of the applicant are not adversely affected to any significant extent.

The two other changes in the Economic Crime and Corporate Transparency Act 2023 which impact the Company Names Tribunal are the following:

1. Section 69(1)(b) of the Companies Act 2006 has been amended such that consideration of the similarity between the applicant’s name and the registered company name has been extended to include use outside of the UK where such use would likely mislead members of the public in those territories; and
2. Section 69(3) of the Companies Act 2006 now allows for directors and members of a company at the time of its name change/registration to be joined as respondents.

The Company Names Tribunal has taken the view that the above provisions came into force on 04 March 2024 and are applicable to all Company Names Tribunal proceedings that were ongoing at this time.