The Regulator for Charities in England and Wales
In this section...
WORKING AND PROJECT NAMES; BUSINESS AND CORPORATE NAMES OF CHARITABLE COMPANIES
| Purpose | To explain: (i) our policy for recording working names on the Register; (ii) the extent of our powers in relation to working names; (iii) action in disputes; (iv) why we do not enter project names on the Register; (v) why we cannot make a direction for company business names, only for corporate names; (vi) requirements for documents. |
Functional responsibility
| For action | CC Direct Quick Response Unit Large Charities Unit Advice and Orders Information Compliance Division Registration Unit Legal Division |
For information | Assessment Unit Mainstream & Inquiry Cases Unit Charity Effectiveness Customer Service Team |
1. Working names
2. Project names
3. Business and corporate names of charitable companies
Glossary of Terms used in this Guidance
Index to further related information
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| The Law | Refer to a lawyer | Refer to an accountant |
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1. Working names | |
| 1.1 Recording on the Register 1.2 Use of more than one name 1.3 We do not confer legal rights 1.4 What are our powers in relation to working names 1.5 Action in cases of dispute or complaint 1.6 When would a working name be viewed as misleading? 1.7 What is the effect of our refusing to accept a working name onto the Register? 1.8 Since we can't make a direction, what remedy does an aggrieved charity have? 1.9 Use of working names on documents | |
| The full main names of charities (that is, the name given to the charity in its governing document) can sometimes be quite lengthy and technically descriptive, so as to reflect the key purposes of a charity, and its profile within a particular field of operation. Shorter working names (often abbreviations or acronyms) are commonly adopted to minimise costs in literature and advertising, and to help provide a more immediate impact when publicising the charity’s fundraising, trading, or campaigning activities. | |
| In some cases, working names are adopted because it may be a cumbersome process to formally change a charity’s main name by amending its governing document. In the case of charities governed by an Act of Parliament, for example, a Parliamentary scheme would be needed. | |
| Having said that, many charities that become substantially known by their working names eventually make a formal change of name in accordance with their governing document - or with our authority, if there is no suitable provision in the governing document. | |
| To ensure as much clarity as possible for the benefit of the public and the charitable sector, our practice is to record on the Register any name of a charity which is in current use and which comes to our attention. This includes the name by which a charity identifies itself, any working or campaign name, and any acronym. | |
| Informally adopted or working names will be entered on the Register as "other particulars" under s.3(3)(b) of the 1993 Act. | |
| They will therefore be clearly and publicly identifiable with the charity on the Register. | |
| Where we are notified of a working name, we will not normally (unless we know of any particular problems associated with its use, or with its adoption by the trustee body) request any further formal evidence of use or approval by the trustees or, in the case of an unincorporated association, by a charity’s membership. | |
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It is emphasised that a charity must have its main name entered on the Register under s.3(3)(a), and we will not register more than one main name. |
| Where a charity says it wishes to use more than one name, this can only be achieved by the additional names being adopted as working names, and entered as particulars under s.3(3)(b). | |
| If, for instance, a choir group intended to occasionally perform separately as a men's and women's choir, there would be no objection to the names of either being separately listed as working names of the main charity. But, to avoid public confusion, the trustees should be encouraged to retain the registered main name - or readily identifiable elements of it - as the root of the working name. | |
| Although it may be regarded as evidence of use, the fact that a working name may be placed on our Register does not in itself confer legal rights to the use of the name, and does not in any sense "reserve" it, or guarantee its sole use by the charity concerned. Nor is the name protected from legal action by an organisation which has already protected it - either as a trademark or in some other way. | |
| Therefore, to avoid potential pitfalls, we recommend that trustees consult the Trade Marks Register and any relevant directories or publications before submitting a working name to us. | |
| Internet searches may also assist in showing whether any other organisation (charitable or not) has adopted the same or a very similar name. It should be noted that a name does not have to be identical with a trade mark or with any other name to conflict with it, as legal problems can arise if a name is considered to be confusingly similar. | |
| Note: Further general information about trade marks is available on the website of the UK Intellectual Property Office: http://www.ipo.gov.uk/. | |
| Working names are entered on the Register as information for ourselves and the public. But we are clear that, unlike main charity names, they cannot be subject to any formal name-change action under s.6 of the 1993 Act.* | |
| However, we can refuse to accept a working name onto the Register, or remove a name if circumstances appear to warrant it. It would be inappropriate to enter any name which was likely to seriously mislead or misrepresent in such a way as to cause public confusion, potential loss or inconvenience to another charity - or indeed, to accept any name which is considered offensive. | |
| To minimise the potential for confusion when asked to place a new working name on the Register, case officers should ensure that CDB is checked for main and working names which are identical or very like that of another registered charity or of any charity currently seeking registration. | |
| Close variations which would have the effect of names sounding too alike should also be checked: eg Welfare Society / Wellfare Society. | |
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Cases of potential controversy should be referred without delay to the Names Legal Officer. Such cases can be complex, and may present problems which, if not addressed early, might prove difficult to rectify at a later stage. |
| We will not accept a working name onto the Register if we are aware that it is subject to dispute, or where concerns expressed to us indicate there is serious potential for dispute. | |
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Advice from a Names Legal Officer should be sought to confirm the basis on which the refusal will be made. |
| We will need to be satisfied the dispute has been resolved before we record the proposed name. Therefore, where a registered or proposed charity has a complaint about the actual or intended use of a working name by another charity, we will strongly recommend that the trustees should contact the other party directly in an attempt to resolve the situation voluntarily. | |
| A failure on the part of trustees to follow this course of action might be considered mismanagement if it resulted in substantial costs against and reputational damage to their charity arising from a disputed claim. | |
| This general approach can also apply in cases where an existing main name on the Register is similar to a working name on the Register. But in this instance, unless there is an objection from either party, we will only take action if it appears to us there is a realistic danger of public confusion or likelihood of the public being misled - or if there is actual evidence of public confusion. | |
| It is unlikely that we would make a s.6 direction to change an existing main name in favour of another charity’s proposed working name. But there could conceivably be cases where a registered charity might be substantially known by its working name (eg RSPCA) and where we would refuse to accept the same main or working name if proposed by another charity. | |
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*Note: Section 6 refers throughout to ‘the name’ of a charity or ‘the registered name’. Previously s.6(c) of the Interpretation Act 1978 (singular includes plural) has been used to interpret this as ‘names’. Given the use of the definite article throughout s.6 of the 1993 Act, the use of the plural is now considered a strained interpretation, and inconsistent with that section. The natural interpretation for a registered charity is that the only name which can be directed to be changed is that registered under s.3(3)(a). This is consistent with our treatment of charitable companies, since it is clear that under s.7(3) of the 1993 Act, the "name of the charity" can only mean a corporate name, and not any business or operating name used by the company. (Business or operating names do not appear either on the register of companies, nor on the certificate of incorporation). Our interpretation of s.6 of the 1993 Act is therefore that our power to give a direction to a charity to change its name extends only to the main name by which a charity identifies itself, and (in the case of a registered charity) is entered on the Register in compliance with s.3(3)(a) of the Act. This interpretation applies to all charities, whether an unincorporated registrable charity is involved, a non-registered unincorporated charity, or a charitable company. |
| A working name will be unsuitable if it appears to be offensive - this is discussed in detail in OG 18 C3 Offensive Names. | |
| It will also be unsuitable if it appears to endorse a non-charitable activity, or activities that are generally viewed as contrary to public policy or the public good. | |
| If a name is misleading, we will also regard it as unsuitable. This is discussed in more detail in OG18 C2 Misleading Names, but broadly, a name will be misleading if it: | |
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| Care should also be taken in any case where a name falls within the Charities (Misleading Names) Regulations 1992 - see OG 18 D1. | |
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Advice from a Names Legal Officer should be sought before any action is taken to refuse to record a working name, and we should take care to explain the basis of our decision as to its unsuitability. |
| This should be done with a view also to securing a voluntary revision of the name which has been adopted. (When a refusal is given in this context, we should ensure that the trustees are aware of the Decision Review procedure set down in OG 94 Requests for a Decision Review. | |
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Advice from the Names Legal Officer should be sought in any case where the charity trustees do not accept our view of "unsuitability". |
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1.7 What is the effect of our refusing to accept a working name onto the Register? | |
| A refusal on our part to place a name on the Register would have no direct legal bearing on its use by the charity. However, if they wanted to continue using the name, the charity trustees would need to consider the likelihood of any adverse affect on its on its fundraising activities, or on its public profile and reputation. | |
| In a case involving use of another charity's name as a working name, the trustees might run the risk of a "passing off" action, or some other action for infringement of intellectual property rights. Our decision to refuse to accept the name on the Register would have no direct bearing on such a case, but it might well be evidence that the trustees knew or had reason to believe that their use of the name was improper in some way. | |
| And again, a failure by trustees to take reasonable steps to avoid a names dispute (for example, by directly contacting the affected parties) might be regarded as mismanagement if substantial costs are incurred as a result. | |
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1.8 Since we can't make a direction, what remedy does an aggrieved charity have? | |
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A charity may be able to bring a "passing off" action if it considers it has suffered loss as a result of another charity using a similar name, although there may be high costs involved in litigation. |
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If it appears that a name has been adopted by one charity in order to attract funds at the expense of another, the complainant may be able to apply to the Court for an injunction. Depending on the circumstances, activity of this kind may constitute an offence. In this context, the action of the "offending" charity may amount to maladministration, perhaps calling for use our powers under s.18 of the 1993 Act. |
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Only if the Commission decides to open an inquiry under section 8 of the 1993 Act can we consider whether we should use our powers under s.18 of the 1993 Act to protect the charity and its assets. There might be other extreme examples of adopting a name in "bad faith" that might prompt us to use our regulatory powers. |
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Where (after taking legal advice) there appear to be grounds for believing that this might be the case, the papers should be referred for consideration by the Assessment Unit of Compliance and Support. |
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Depending on the nature of the proceedings, the trustees might need to obtain prior authority from us to bring them, in the form of an order under s.33 of the 1993 Act. Whether or not our authority is required for bringing the proceedings, the trustees might wish to consider approaching us for advice as to whether it would be proper for charitable funds to be used to meet their legal costs (or for an order under section 26 of the 1993 Act authorising them to do so). |
| In view of the high cost of legal action, Alternative Dispute Resolution might be seen as a preferable course, although this is not without cost implications of its own. | |
| (This section relates solely to unincorporated charities - see section 3 below in respect of business names of charitable companies). | |
| Working names may be used in most circumstances other than for legal contracts, property deeds or deeds of title, and other formal documents requiring clear identification of the main institutional name. | |
| However, even where there may be no specific requirement to use the main name, we recommend as a matter of good practice that, where a working name is used on a letterhead, it is preferable to accompany it with the full registered name - if only as a footnote. | |
| A straightforward example would be: "ABC is a working name of registered charity XYZ [reg. no. ###]". | |
| Strictly speaking, there is no specific legal requirement for a registration number to be quoted. | |
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However, depending on income level, there may be a need to comply with the provisions of s.5(2) of the 1993 Act. This requires that, for most official publications, notices, advertisements, cheques, invoices, receipts, etc - |
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Our interpretation of s.5 is that there must be reasonable means by which the recipient of a document can make a clear link between the status declaration and the main institutional name of the charity. If no reference is made to the main name, the use of the registration number will establish that link. We can therefore advise trustees that: |
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Put simply, this means that, as long as the registered number is quoted in the document, a charity using, say, "ABC Trust" as a working name can say on its letterhead: |
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Bank or building society accounts for unincorporated charities will normally be opened in the joint names of trustees who are mandated to do so. Where s.5 applies, any cheque or other written instruction to the banker must contain the declaration required by s.5(2). It would again be sufficient to show the working name and the registered number in order to comply with this - though trustees should bear in mind that banks etc may also have their own requirements for identifying trusts on which particular funds are held; this is solely a matter for the bank concerned. |
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2. Project names | |
| Acceptance onto the Register of a working name applies only to alternative names for the whole charity. Names of individual projects set up by a charity (and which do not constitute special trusts) should not normally be entered onto the Register. | |
| The decision not to place project names on the Register results from our overall aim to prevent confusion among the public and beneficiaries, and to prevent damage being caused by the use of identical or similar, or misleading names. | |
| In our view, there is greater potential for such confusion, or for the public to be misled, if we placed on the Register names that gave only a partial reflection of the overall activities and resource commitments of a particular charity. | |
| An exception might be where a particular project or initiative has been in existence for some time, and is to some degree separately administered from the main fund-raising parent, while clearly intended to be the main focus of its activities, and receiving the bulk of its funds. | |
| In many other cases, it would not necessarily be clear (without going into a great amount of detail) what the full relationship of the project was to the "parent" body, or where final control and accountability lay - or even if the project was properly within the objects of the parent charity. | |
| If, however, a project were run for a specific purpose identifiably within the objects of its parent charity, and that purpose was set down in a separate appeal or in some other document, then the project might well constitute a special trust within the meaning of s.97 of the 1993 Act. On that basis, and if there is a particular need to reassure prospective donors that a project or appeal is associated with a registered charity, there might be a case for registering it as a subsidiary of the parent charity, notwithstanding that it does not meet the threshold criteria for compulsory registration, by virtue of s.3(2) of the 1993 Act. The name can then be placed on the Register under the parent registration number (by virtue of section 96(5)), subject to the usual checks for similarity. | |
| It is emphasised, however, that this not an action we will routinely take - it will depend upon an assessment of the longevity of the project, whether it has, or is likely to have, a particularly high or sensitive public profile, and whether there might realistically be potential for others to use the name in a misleading way. This is unlikely to be the case with a localised appeal. | |
| In the absence of any special trust relationship, the trustees might consider whether to formally declare wholly separate charitable objects for the project or appeal, which (subject to the usual registration criteria) might then require a separate registration. In that event, the name would have the benefit of the protections given by s.6 of the 1993 Act. | |
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Note: (i) This section does not apply to a charitable company (see below). |
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(ii) There can be cases of dispute over project names and main names or working names. The resolution of such issues is in the first instance a matter for the trustees concerned, but action can also be taken as in section 1.8 above |
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3. Business and corporate names of charitable companies | |
| A "business name" is (for our purposes) a name used by a company which is different from its corporate name; the corporate name being the full name of the company registered with Companies House. | |
| A company wishing to use a business name may do so provided it satisfies the requirements of the Business Names Act 1985, which in certain circumstances necessitates Companies House approval. | |
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However, business names neither appear on the Companies Register, nor on the certificate of incorporation, and again for our purposes, it is clear from s.7(3) of the 1993 Act that in the case of a company, "name of the charity" can only mean its corporate name, and not any business name. We can therefore only make a direction for a change of a corporate name. |
| Directors of charitable companies enquiring as to the use of business names should be referred to: | |
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It is a requirement of s.349(1) of the Companies Act 1985 that the full registered corporate name must be included on all business documents, including letters, notices and other official publications, orders for goods or services, cheques, invoices, receipts etc. |
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Similarly, under s.4(1)(a) of the Business Names Act 1985, a charitable company which uses a business or trading name which is separate from the full registered corporate name must include the latter on all such documents, and on all written demands for payment of debts to the company. |
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In addition, under s.68 of the 1993 Act, a charitable company whose name does not include the word "charity" or "charitable" must state the fact that it is a charity on all such documents, and also on any conveyances executed by it. |
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Note: There can be cases of dispute over business and corporate names. Again, the resolution of such issues is in the first instance a matter for the trustees concerned, but action can also be taken as in section 1.8. As mentioned above, we can if necessary make a direction for a change of corporate name. |
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Glossary of Terms used in this Guidance | |
| 1993 Act | |
| Charitable company | |
| Special trust | |
| Trustees | |
Index to further related information
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