What to Do When Your Company Name Is Rejected (UK/US/CA/AU)

Discovering that your chosen company name has been rejected by Companies House (UK), the Secretary of State (US), Corporations Canada (CA), or ASIC (AU) is one of the most disruptive moments in the incorporation process. The rejection delays bank account opening, contract execution, marketing rollout, and — for an investment-track company — sometimes the closing of a financing round. This article, from a Gyoseishoshi (行政書士) document-preparation perspective, explains the most common rejection grounds in each of the four major common-law jurisdictions, what to do when it happens, and how to choose a substitute name that will pass.

1. UK — Companies House rejection (Companies Act 2006 s.66 et seq.)

In the UK, name rejections fall into two categories under the Companies Act 2006:

Statutory grounds (must reject):

• Same as an existing name — under CA 2006 s.66 and the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015. “Same as” is defined narrowly — adjusting punctuation or spacing does not avoid the bar.
• Sensitive words without authorization — names containing “bank,” “royal,” “British,” “international,” “chartered,” “association,” and ~150 other sensitive words require approval from the Secretary of State or a designated body.
• Offensive or criminal-implication names — under CA 2006 s.53.

Discretionary grounds (may reject):

• Too similar to an existing name under CA 2006 s.67
• Misleading association with government / public authority under CA 2006 s.54

When Companies House rejects, the rejection notice typically specifies the section. Resubmission with a modified name is free if done within 28 days of the original application.

Resolution path:

1. Read the rejection reason carefully — most are statutory and require name change
2. Search the Companies House register for similar names: https://find-and-update.company-information.service.gov.uk/
3. Choose a clearly distinctive name (different first word, additional descriptor, or unique element)
4. If the issue is a sensitive word, decide whether to apply for the relevant authorization (typically 4–6 weeks) or remove the word
5. Resubmit

Primary source — Companies House name rules: https://www.gov.uk/limited-company-formation/choose-company-name

2. US — Secretary of State rejection (state-by-state)

In the US, company names are filed with the Secretary of State of the state of incorporation. Common rejection grounds vary slightly by state but generally include:

• Name not “distinguishable upon the records” — most state statutes (e.g., Delaware General Corporation Law §102(a)(1)) require the name to be distinguishable from existing entity names registered in that state
• Restricted words — “bank,” “trust,” “insurance,” “university,” and similar regulated industry terms require approval from the relevant state regulator
• False indication of corporate type — using “Inc.” for an LLC, or “LLC” for a corporation
• Misleading geographical or governmental association

The Delaware “distinguishable upon the records” standard is the most-cited test. Two names are considered distinguishable if a hypothetical reader could reasonably tell them apart on first viewing — adding or removing punctuation, articles, or generic descriptors usually does not create distinguishability.

Resolution path:

1. Use the relevant state’s business name database
2. Choose a name that is materially different in distinctive elements
3. Add a unique descriptor that is not generic (“Acme Robotics, Inc.” vs “Acme Industries, Inc.”)
4. If a restricted word is required for the business model, apply for the regulator’s consent

Primary source — Delaware DOS business name search: https://icis.corp.delaware.gov/Ecorp/EntitySearch/NameSearch.aspx Primary source — California Secretary of State: https://www.sos.ca.gov/business-programs/business-entities

The same name can be available in one state and unavailable in another — a name search must be conducted in the state of incorporation specifically. Many companies pre-clear the name in multiple states if they will be operating in several.

3. Canada — Corporations Canada / Ontario / BC rejection

In Canada, the name-rejection grounds depend on whether incorporation is federal (CBCA), provincial Ontario (OBCA), provincial BC (BCBCA), or another provincial regime.

Federal CBCA name grounds (s.12 and CBCA Name Granting Guidelines):

• Name must be distinctive, descriptive, and not deceptively misdescriptive
• NUANS Newly Updated Automated Name Search report required for named corporations (90-day validity)
• Name must not be “confusing” with existing corporations or trade names
• Restricted words (“bank,” “trust,” “insurance,” “university,” “engineering,” etc.) require regulator approval

The Corporations Canada Name Granting Guidelines lay out detailed criteria including:

• 3-element naming convention (distinctive + descriptive + legal element, e.g., “Acme + Robotics + Inc.”)
• Avoidance of merely descriptive or geographic names
• Avoidance of family-only names without a corporate suffix

Resolution path:

1. Order a fresh NUANS report with a more distinctive name
2. Add a strong distinctive element (“Acme Aerial Robotics Inc.” rather than “Acme Robotics Inc.”)
3. Consider a numbered company instead — no NUANS required, immediate registration
4. If sensitive words required, apply for regulator authorization

Primary source — Corporations Canada name rules: https://ised-isde.canada.ca/site/corporations-canada/en/business-corporations/choosing-name Primary source — NUANS: https://nuans.com/

For Ontario OBCA, the same NUANS-based approach applies with Ontario-only protection. For BC BCBCA, name reservation (CAD 30, valid 56 days) precedes incorporation, so rejection happens at the reservation stage rather than the incorporation stage.

4. Australia — ASIC rejection (Corporations Act 2001 s.147)

In Australia, ASIC (Australian Securities and Investments Commission) registers company names under the Corporations Act 2001. Rejection grounds:

• Identical to an existing registered name under s.147(1)
• Use of restricted words without authorization (e.g., “bank,” “trust,” “incorporated,” “Australian,” “royal,” “university”) under s.147(2) and the Corporations Regulations
• Use of trade marks owned by others — ASIC will not generally police this proactively, but trademark holders can object after registration
• Use of words that suggest connection with government under s.147(3)

ASIC operates the Australian Business Register (ABR) which is searchable for both company names and ABNs:

Primary source — ASIC name search: https://connectonline.asic.gov.au/RegistrySearch/faces/landing/SearchRegisters.jspx

Resolution path:

1. Search the ABN Lookup and ASIC name search for similar names
2. Add a distinctive element
3. For restricted words, apply for the relevant approval (sometimes 2–6 weeks)
4. Register an Australian Business Number (ABN) and trading name if a separate “doing business as” identity is needed

Primary source — ABN Lookup: https://abr.business.gov.au/

5. The “name + state” rule (US-specific)

In the US, a name unavailable in one state may be perfectly available in another. This means a multi-state operating company can face the situation that its preferred name is taken in one state where it must register but not in others. Strategies:

• Use a slightly different name in the state where the original is taken (less ideal — branding inconsistency)
• Operate under a DBA / trade name in the state where registration is unavailable (allows the original brand to be used despite different legal entity name)
• Pre-clear the name in all material states before registering anywhere

6. Trademark conflicts — separate from registration rejection

Government registries do not generally check for trademark conflicts when registering company names. A name that registers cleanly with Companies House, the Secretary of State, Corporations Canada, or ASIC may still infringe an existing trademark.

Best practice before name selection in any jurisdiction:

1. Search the relevant trademark database:
   • UK / EU: https://www.gov.uk/search-for-trademark
   • US: https://www.uspto.gov/trademarks/search
   • Canada: https://www.ic.gc.ca/app/scr/registries-trademarks/
   • Australia: https://search.ipaustralia.gov.au/trademarks/search/quick
2. Search Google and major social media platforms for active business use of the name
3. Confirm domain availability for at least the .com / .co.uk / .ca / .com.au extensions

A clean register registration on a trademark-conflicting name typically results in a cease-and-desist letter within 6–12 months from the trademark holder, forcing a rebrand.

7. The 5-step rejection recovery playbook

Regardless of jurisdiction:

1. Read the rejection notice carefully — identify the specific statutory ground
2. Decide if it’s a hard rejection (statutory bar) or soft rejection (discretionary)
3. Hard rejection: change the name; resubmit
4. Soft rejection: consider whether to argue the rejection (usually slow and uncertain), authorize sensitive words (4–6 weeks), or change the name (fastest)
5. Re-search and re-clear the new name in trademark and domain databases before resubmitting

A name that registers cleanly at the registry but conflicts with an existing trademark is worse than a name that gets rejected at the registry — the registry rejection costs days; the trademark conflict costs years.

8. The numbered-company shortcut

In Canada (CBCA, OBCA), a numbered company can be incorporated without any name search and is exempt from the rejection process entirely. The number is auto-assigned (e.g., 1234567 Canada Inc., 9876543 Ontario Inc.), and the corporation can later adopt a chosen name by filing articles of amendment after a NUANS clearance.

This shortcut does not exist in the UK, US, or Australia — registry-assigned numbers do not double as legal entity names in those jurisdictions.

For Canadian incorporations facing tight timelines (e.g., investment closing this month), the numbered-company route gets the entity registered immediately and defers the name decision.

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Disclaimer

Legal information, not legal advice. MmowW Scrib🐮 is operated by a licensed Gyoseishoshi (行政書士) office in Japan. We are not UK solicitors, US attorneys, Canadian lawyers, or Australian solicitors.

Sources

1. UK Companies Act 2006 — https://www.legislation.gov.uk/ukpga/2006/46/contents
2. Companies House name rules — https://www.gov.uk/limited-company-formation/choose-company-name
3. Companies House search — https://find-and-update.company-information.service.gov.uk/
4. Delaware DOS business search — https://icis.corp.delaware.gov/Ecorp/EntitySearch/NameSearch.aspx
5. California Secretary of State — https://www.sos.ca.gov/business-programs/business-entities
6. Canada CBCA — https://laws-lois.justice.gc.ca/eng/acts/c-44/fulltext.html
7. Corporations Canada name rules — https://ised-isde.canada.ca/site/corporations-canada/en/business-corporations/choosing-name
8. ASIC name search — https://connectonline.asic.gov.au/RegistrySearch/faces/landing/SearchRegisters.jspx
9. ABN Lookup (Australia) — https://abr.business.gov.au/