A Guide to the Company Names Tribunal

How to Use the Company Names Tribunal for Protection of Businesses Against Misleading Company Names 

If another business has registered a company name that is identical or similar to that of another company and it is believed it has done so unfairly, then there is facility to challenge the registration of that name through the Company Names Tribunal. This guide explains how the Tribunal process works and what every business should consider before taking the leap and filing a complaint.

The Company Names Tribunal is part of the UK Intellectual Property Office (UKIPO).

It deals with disputes where one party believes another has registered a company name, either to take unfair advantage of an established name or to prevent the rightful party from using that name in business.

These disputes typically involve opportunistic registrations. That is, cases where a person registers a company name not for legitimate trading purposes, but rather, to interfere with or impinge upon another party’s commercial identity.

The legal basis for these complaints is governed by Section 69 of the Companies Act 2006.

The Tribunal provides a remedy against the registration of names which are the same as or sufficiently similar to names in which another party has goodwill or existing rights.

Who can apply?

The Company Names Tribunal is open to any person with sufficient goodwill or rights in a company name and in belief that another company has registered a conflicting name without good cause.

The Tribunal also accepts complaints based on unregistered rights, such as the use of a business name in the marketplace.

A party bringing a complaint must show that the name registered by the other company is likely to mislead the public into thinking the two businesses are connected, or that the name was registered to block the rightful user from trading under its name.

The applicant does not need to show that the company being challenged is trading or has taken active steps to use the name.

The focus is on the registration itself.

The purpose of the Tribunal is to address those cases where a company name has been registered with an intention to gain commercial ‘leverage’ over another business.

For example, if a party registers a name matching a well-known brand and then demands payment to relinquish it, that would fall within the scope of a Tribunal complaint.

Filing a complaint

To initiate a case a Form CNA1 must be filed with the UKIPO. This is the formal complaint form required by the Tribunal.

The form requires details about the complainant’s business name, the company name being challenged and the reasons why it is considered the registration is abusive or misleading.

There is an official filing fee of £400.

The basis of the complaint must be explained clearly, indicating details of any trade mark registrations if applicable.

Where rights have accrued through use rather than company name registration, trading history information and supporting documents will need to be provided.

A case will turn almost entirely on the surrounding facts and circumstances, meaning that evidence is critical to a successful application.

For unregistered rights, materials such as invoices, promotional materials, dated website screenshots, advertising records and customer testimonials that demonstrate use of the complainant’s name in trade should be provided.

Where bad faith by the registrant is involved (which is often), evidence by way of any relevant emails, letters or other correspondence to this claim are to be submitted.

Once the complaint has been received and admitted, the Tribunal will then notify the company name registered owner (defendant) whose registered name is under challenge.

The defendant has an opportunity at that stage to file its defence in mitigation, if it so chooses.

What happens next?

If no defence is filed within the required timeframe, the Tribunal may then by default order the defendant’s company name to be changed.

On the other hand, if a defence is filed, the case proceeds to a more detailed examination of the facts.

The defendant may argue it has been trading under the contentious name and has been doing so in good faith.

It may also attempt to show that the name is sufficiently different from the complainant’s name so as not to be misleading, or that it registered (or used) the name before the complainant had registered its name.

Subsequently, the Tribunal may allow both parties to submit written evidence and arguments.

In most cases, the matter is decided on the papers, although an oral hearing may be requested in more complex cases where evidence has been provided on both sides.

Oral hearings are generally short and procedural in nature. The Company Names Tribunal is not a court, but it operates as a government department (under the scope of the UKIPO) following its own set of rules and procedures.

On completion of all evidence submissions and the hearing (if applicable), the Tribunal will issue a written decision.

If the complaint is successful, the Tribunal will order the offending company to change its name.

This order sets a deadline, usually four weeks, by which time the name must be formally changed.

If the defendant fails to comply, the Tribunal can notify Companies House and substitute the company name with a default name.

Typically, the default name would revert to a a version of the company’s registration number followed by “Ltd”.

What makes a strong case?

Successful complaints are underpinned by strong evidence of established rights in a name, a clear similarity between the registered name and the complainant’s name and indications that the disputed company name was registered for improper purposes.

While trade mark registration provides a strong basis for a complaint as an earlier right, it is not essential.

Where unregistered rights are relied upon, detailed evidence is essential.

For example, use of the complainant’s company name (ideally showing continuity) should be shown, along with geographic reach and recognition in the marketplace.

General ‘assertions’ of reputation alone will not be sufficient. If a complainant has a reputation in a name, it has to show it.

A good strategy is to anticipate how a defendant is likely to respond and counter anything it might be expected to say, before it is said.

If the disputed name was registered before the commencement of a complainant’s business, or if it can show a defendant had independent prior rights, a Tribunal is unlikely to find in favour of a complainant.

Moreover, if the disputed name is distinguishable or commonly used, it may be harder to argue that the registration is misleading or abusive.

Therefore, doing the necessary research and seeking legal advice before committing to the Company Names Tribunal is advisable.

Defending a complaint

When a company has received notice of a complaint from the Company Names Tribunal, it has the opportunity to defend its use of the name.

A defence must be filed by the deadline set by the Tribunal and must argue any or all of the following:

• The name is being used in good faith and was not registered to target or block the complainant.
• First adoption of the name and use in business.
• The name is sufficiently different from the complainant’s name.
• The name is generic or descriptive and not distinctive.
• There exist trade mark rights to the name belonging to the defendant.

In preparing a defence, evidence of use such as trading records and internal memos or communications that show how and why the name was selected should be submitted.

So long as the reason for choosing the name was genuine, such documents would show good faith and counter the complainant’s assertion otherwise.

Timing and costs

Most complaints are resolved within six to twelve months.

Cases where no defence is filed are resolved more quickly.

There is no requirement for legal representation, but parties often choose to instruct trade mark attorneys to assist with the preparation of submissions and evidence since a Company Names Tribunal matter aligns very closely to routine work conducted by trade mark attorneys on a day-to-day basis.

Each party will normally bears its own costs, although the Tribunal can award costs in cases where one side has behaved unreasonably.

For example, if a party files a complaint with no supporting evidence, or refuses to engage in the process, the Tribunal may make a costs order.

Appeals from Tribunal decisions are possible but limited only to instances where a Tribunal may have misapplied the law in order to reach a decision.

These appeals are heard by the High Court and must be lodged within a strict timeframe.

Points to consider before filing

Before initiating proceedings, it is advisable to take a few preparatory steps.

These are obvious but can still be missed.

Firstly, the name and status of the disputed company name should be checked at the UK Companies House register.

Secondly, a UK trade mark register search should be undertaken to determine whether the other party has trade mark rights. If it does, this could complicate a claim. Furthermore, it could show if the company has grounds to try and counter by bringing a separate trade mark action in response, which could be extremely damaging.

Thirdly, it is always best to consider whether the dispute can be resolved without formal proceedings. In some cases, a well-drafted attorney letter may be enough to persuade a company to change its name voluntarily, knowing that non-compliance could lead to formal action through the Company Names Tribunal.

Legal advice at an early stage is essential for the reasons above, particularly for assessing the strength of a potential claim and highlighting any risks were a claim to be pursued, as well as preparing and handling a well-structured complaint.

The Tribunal is designed to be accessible, but a weak case can result in wasted costs and time.

Indeed, it can leave a complainant in a worse position than when it started should the defendant have rights to counter under trade mark law.

Overall

The Company Names Tribunal provides a clear and focused mechanism for challenging company names that have been registered without proper reason and undermine existing business rights.

Whether a business holds a registered trade mark or relies upon unregistered goodwill, it may be able to stop another company from using a name that is misleading, opportunistic or harmful to  its business.

The process requires careful preparation, clear evidence and a strong factual basis.

Whilst it is certainly not any substitute for passing off or trade mark infringement, it offers an effective administrative solution for company name disputes.

By understanding the scope of the Tribunal and presenting a well-supported case, businesses can protect their identity and stop misuse of their names in the company register.

Indeed, where company names are being used as bargaining tools or to interfere with legitimate trading activities, the Tribunal offers a structured and enforceable remedy.

If your company had identified a potential company name issue and wishes to understand the position and options, then talk to us today.