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Introduction
The Company and Business Names (Chamber of Commerce, Etc.)
Act 1999 (the "1999 Act") deals with the approval by the Secretary
of State of company or business names that include the expression
"chamber of commerce" and/or related expressions. Under sections
2(2) and 3(2) of the 1999 Act, the Secretary of State may publish
guidance about factors that he may take into account in deciding
whether to grant approval to use such a name. This feature sets
out that guidance.
1. Legal background
Section 29 of the Companies Act 1985 says that company names
that include certain words or expressions need the Secretary
of State's approval before they can be registered. Sections
2 and 3 of the Business Names Act 1985 impose a similar requirement
in relation to the approval of business names to be used in
Great Britain.
More information about the use of company and business names
is available in the Companies House guidance booklets "Company
Names" (GBF2) and "Business Names" (GBF3). The words or expressions
in question are specified in the Company and Business Names
Regulations 1981 as amended.
Section 1 of the 1999 Act requires that the Company and Business
Names Regulations must be amended to specify the expression
"chamber of commerce" and its Welsh equivalent, "siambr fasnach".
This has been done by the Company and Business Names (Amendment)
Regulations 2001, which also specify several related expressions
and their Welsh equivalents. The full list of specified expressions
is given here:
• Chamber (or Chambers) of Business (or their Welsh equivalents,
Siambr Fusnes; Siambrau Busnes).
• Chamber (or Chambers) of Commerce (or their Welsh equivalents,
Siambr Fasnach; Siambrau Masnach).
• Chamber (or Chambers) of Commerce and Industry (or their
Welsh equivalents, Siambr Masnach a Diwydiant; Siambrau Masnach
a Diwydiant).
• Chamber (or Chambers) of Commerce, Training and Enterprise
(or their Welsh equivalents, Siambr Masnach, Hyfforddiant a
Menter; Siambrau Masnach, Hyfforddiant a Menter).
• Chamber (or Chambers) of Enterprise (or their Welsh equivalents,
Siambr Fenter; Siambrau Menter).
• Chamber (or Chambers) of Industry (or their Welsh equivalents,
Siambr Ddiwydiant; Siambrau Diwydiant).
• Chamber (or Chambers) of Trade (or their Welsh equivalents,
Siambr Fasnach; Siambrau Masnach).
• Chamber (or Chambers) of Trade and Industry (or their
Welsh equivalents, Siambr Masnach a Diwydiant; Siambrau Masnach
a Diwydiant).
• Chamber (or Chambers) of Training (or their Welsh equivalents,
Siambr Hyfforddiant; Siambrau Hyfforddiant).
• Chamber (or Chambers) of Training and Enterprise (or
their Welsh equivalents, Siambr Hyfforddiant a Menter; Siambrau
Hyfforddiant a Menter).
2. How to seek approval of a name containing the expression
"chamber" (or Welsh equivalent)
If you want to use a company or business name that includes
any of the listed expressions, you should apply in writing to:
(for English and Welsh companies and businesses):
New Companies Section
Companies House
Crown Way
Cardiff
CF14 3UZ
DX33050 Cardiff
(for Scottish companies and businesses):
The Registrar of Companies
Companies House
37 Castle Terrace
Edinburgh
EH1 2EB
DX235 Edinburgh 1
An application to use a listed expression must be accompanied
by:
• a copy of the body's constitution, existing or proposed;
• any evidence to support your application that you wish
to provide which relates to the factors listed in paragraph
3 - for example, evidence of support from the relevant business
community.
3. What factors does the Secretary of State take into account
in considering an application for approval?
The 1999 Act requires the Secretary of State to consult the
British Chambers of Commerce or the Scottish Chambers of Commerce,
or both, when considering an application to use a name that
includes one of the listed expressions. This is only a minimum
requirement, so the Secretary of State may consult more widely
or take into account unsolicited representations from interested
parties.
The Secretary of State will consider every application on its
own merits but will always have regard to the following:
The purpose of a Chamber :
A Chamber must:
• serve and promote the interests of the business community
in any place, area or sector indicated by the name;
• provide information, advice and assistance to the relevant
business community;
• undertake, or encourage members to undertake, joint activities
and arrangements for mutual support and promotion of the interests
of that business community.
The constitution of the Chamber :
• if it is a body corporate;
• if it is a company limited by guarantee under the Companies
Act 1985;
• if the body's constitution prevents the payment of dividends
to its members and provides that any profits are used to further
the objects of the Chamber;
• if the body's constitution preserves its representative
nature in respect of all its members equally and does not allow
it to be controlled by any one member or group of members;
• if the body's constitution ensures that each member has
only one vote and if there are proper processes for the members
to elect the board/committee;
• if the constitution provides for representation of businesses
in a particular area and, if so, whether that geographical area
is included in the name of the company or business and whether
the Chamber operates, or proposes to operate, in that area.
Independence
E.g. Whether the Chamber is independent of Government (national
or local) and is independent of any other body that is not a
Chamber (for example, whether it is a subsidiary or division
of another body).
Its representative nature
E.g.Whether the Chamber fully represents the business community
on whose behalf it is formed and reflects the nature of that
community (which could be a very particular community).
Geographical location
If the name of a prospective Chamber includes a geographical
descriptor, special considerations will apply depending on whether
it aims to:
• represent a single geographical area, in which case the
Secretary of State will wish to establish that the Chamber will
be fully representative of all business in that area; or
• promote trade between two separate areas, in which case
the Secretary of State will wish to establish that it will do
so.
Remember: It is not necessarily the case that only one Chamber
will be allowed to exist in any one area or region. What is
important is that Chambers fulfil the essential characteristics
and purposes laid out above.
4. What to do if you disagree with the Secretary of State's
decision :
If you are unhappy with a decision not to approve or register
the name of a Chamber and wish it to be reconsidered, you should
write, setting out your reasons and any new evidence, to:
(for English and Welsh companies and businesses):
The Secretary of State
Companies House
Crown Way
Cardiff
CF14 3UZ
(for Scottish companies and businesses):
The Secretary of State
Companies House
37 Castle Terrace
Edinburgh
EH1 2EB 5.
Other useful addresses:
British Chambers of Commerce
Manning House
22 Carlisle Place
London
SW1P 1JA
Tel: 020 7565 2000/ 2011
Scottish Chambers of Commerce
Conference House
The Exchange
152 Morrison Street
Edinburgh
EH3 8EB
Tel: 0131 477 7000.
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