Company Names, User Guide No. 2

Summary

This is Registry of Corporate Affairs User Guide No. 2, explaining how BVI Business Companies Act rules on company names work in practice. It covers naming restrictions, reserving and changing a name, the Registrar's powers to force a name change, and requirements for using the company's name on documents. It is explanatory guidance, not a standalone legal instrument, and should be read alongside the Act.

• Name endings: Limited companies must end their name with Limited, Corporation, Incorporated, Societe Anonyme, Sociedad Anonima, or an approved abbreviation (Ltd, Corp, Inc, S.A.); unlimited companies must end with Unlimited or Unltd, unless the Commission authorises an exemption for charitable or non commercial companies.
• Identical or similar names: The Registry will not register a name identical to one already used or reserved (ignoring endings, punctuation, articles, plurals, and use of 'company'/'co.'), and the Registrar has discretion to refuse names considered confusingly similar.
• Restricted words: A name containing a word or phrase on the Commission's restricted list (e.g. suggesting financial services or government connection) requires prior written consent from the Commission.
• Offensive or unlawful names: The Registrar may refuse names considered offensive or objectionable, and will not knowingly permit names prohibited under other BVI enactments (e.g. insurance related words without an insurance licence) unless the company holds the relevant licence.
• Company number names: A company may use its BVI Company Number plus a required ending as its name instead of choosing a name; this can later be changed to another name, but the underlying company number can never change.
• Name reservation: A registered agent may apply to reserve a proposed name; an approved reservation lasts ninety days.
• Changing a name: Requires a members' or directors' resolution as permitted by the memorandum/articles, followed by an application through the registered agent with a fee of fifty dollars (twenty five dollars for the application and twenty five dollars for the change of name certificate); the name changes on the date of the certificate without affecting the company's identity.
• Registrar directed changes: If the Registrar reasonably considers a name does not comply with the Act, he may direct the company to apply to change it within a period of not less than twenty one days; failure to comply allows the Registrar to revoke the name and assign a new one, usually the BVI company number name.
• Use of the company name on documents: The full company name must appear on all written communications and documents evidencing or creating a legal obligation, including letters, Registry filings, invoices, receipts, orders, official notices, cheques and promissory notes; it need not appear on packaging, general advertisements, credit cards, business cards or compliments slips. Breach is an offence carrying a fine of up to one thousand dollars.
• No protection from third party claims: Registration or reservation of a name gives no ownership rights and does not protect against trade mark infringement or passing off claims by other businesses.

The guide is informational and interpretive rather than imposing new rules beyond the Act itself, but it flags concrete, actionable requirements around naming endings, restricted word consent, name change procedure, Registrar directed changes, and mandatory display of the company name on specified documents.

Key obligations

• A limited company's name must end with Limited, Corporation, Incorporated, Societe Anonima/Sociedad Anonima, or an approved abbreviation (Ltd, Corp, Inc, S.A.); an unlimited company's name must end with Unlimited or Unltd, unless the Commission authorises an exemption.
• A company wishing to use a restricted word or phrase in its name must apply to and obtain written consent from the Commission before use.
• Before applying to change a company's name, members or directors must pass the appropriate resolution (or sign a written resolution) as permitted by the company's memorandum or articles.
• An application to change a company's name must be filed through the registered agent together with a fee of $50.00.
• If directed by the Registrar to change a non-compliant name, the company must apply to change its name within the period specified in the notice (not less than 21 days), or risk the Registrar revoking and reassigning its name.
• The company's full name must be clearly stated on specified categories of written communications and legal documents (letters, Registry filings, statements of account/invoices, receipts, orders, official notices, cheques, promissory notes and bills of exchange, order forms); failure to comply is an offence with a fine of up to $1,000.
• A company using a name that suggests undertaking a regulated activity (e.g. insurance) restricted by another BVI enactment must hold the appropriate licence or authorisation for that name to be used.

Applies to

BVI business companies, registered agents, private trust companies (subject to separate special provisions, not covered), restricted purposes companies (subject to separate special provisions, not covered), segregated portfolio companies (subject to separate special provisions, not covered)

Deadlines

• not less than 21 days from the date of the notice: Period within which a company directed by the Registrar to change a non-compliant name must apply to do so.
• ninety days: Length of time a name reservation approved by the Registry remains valid.