Registering a previously dissolved company?

Registering a previously dissolved company?

Author
Discussion

megaphone

Original Poster:

11,224 posts

266 months

Friday 24th January
quotequote all
I want to register and use the name of Ltd company that was dissolved in 2024. Does anyone know if this is possible? I'm getting conflicting information online.

StevieBee

14,217 posts

270 months

Friday 24th January
quotequote all
You can but is potentially unadvisable as the original company will remain on the register. This means anyone searching for the 'new' version may find the old and could look odd or suspect regardless of why the original company was dissolved.

If the name is critical, the way I'd do it is set it up using an entirely new company name but 'trade as' the name of the dissolved company.

Eric Mc

123,903 posts

280 months

Friday 24th January
quotequote all
If the original company (along with its name, of course) no longer exists, there should be no problem regsitering a brand new company using the old extinct company's name. HOWEVER, if the owners of the old dissolved company had registered a Trade Mark on the use of the old name, you could run into legal issues if they tried to block you.

If the old dissolved company was one you owned in the past, it's highly unlikely you would sue yourself.

megaphone

Original Poster:

11,224 posts

266 months

Friday 24th January
quotequote all
So it is possible, thanks. I was not a previous director but I did work closely with the company and am still well associated with the company name. I will speak to the previous director before I go ahead. No trade marks or similar, it was simply a trading name and associated domain/email.

Yes having the dissolved company also on the record may cause confusion, something to consider.

Beetnik

540 posts

199 months

Friday 24th January
quotequote all
Perfectly possible - I did this seven years ago, having registered with a generic name and wanting a name more akin to what we were doing. Found a company with the name I wanted which was being dissolved and did a change of name on the day it did. Not had any issues at all.

BlackTails

1,566 posts

70 months

Friday 24th January
quotequote all
megaphone said:
So it is possible, thanks. I was not a previous director but I did work closely with the company and am still well associated with the company name.
This raises a faint alarm bell: (1) did the dissolved Co go into insolvent liquidation prior to dissolution, and if so (2) were you, or could you have been considered to have been, a shadow director of the dissolved company?

Shadow director definition: s251 Companies Act 2006.

Restriction on reuse of company names: s 216 Insolvency Act 1986.

If the dissolved co didn’t go into a formal insolvent liquidation process, skip over this entire post.

Austin_Metro

1,391 posts

63 months

Friday 24th January
quotequote all
If the original company was “Megaphone Research and development limited” and that is the co you are associated with and want to benefit from, could you call the new company “megaphone r and d limited” and still get the benefits of association - or add a word like “trading” or “UK” into the new company name, thus clearly a diff legal entity.

Redarress

714 posts

222 months

Friday 24th January
quotequote all
You could distinguish the new company by adding a year to it eg Megaphone Research and development (2025) Limited or Megaphone Research and development (Northern) Limited.

megaphone

Original Poster:

11,224 posts

266 months

Friday 24th January
quotequote all
Thanks, the old company did not go into liquidation or similar, the director called it a day, the company had no real value, so it was dissolved. No debts or anything dodgy.

In hindsight I should have taken it over at the time. Yes I could use a slightly modified name, I was planning on doing that, but having co name that matches the domain and email etc would be a better look.

Edited by megaphone on Friday 24th January 18:48