Key Takeaways
- A company can register a name similar to yours, but you can challenge it where you have goodwill in your name and the similar name is likely to mislead people into assuming a connection.
- In Lidl Logistics Ltd & Anor v Lidl Stiftung & Co KG, the High Court upheld a Company Names Tribunal order requiring a dormant company to change its name.
- Section 69 applies to companies incorporated before 1 October 2008, because it regulates the future use of a registered name rather than punishing its past registration.
- Dormancy and a stated lack of trading plans will not prevent an order, especially where the evidence leaves a future sale or use open.
- Once goodwill and misleading similarity are established, the respondent must give credible evidence that the name causes no significant adverse effect.
- Preserve evidence of your goodwill and the competing name, then consider whether you need a Tribunal application, trade mark, passing off or wider commercial claims.
- Our solicitors can assess whether a Company Names Tribunal application meets your aims or whether you need wider commercial remedies.
- Go Legal is rated Excellent with over 300 five-star reviews and 5/5 on Trustpilot and Google, placing our solicitors among the best-reviewed litigation lawyers in England and Wales.
Can Someone Use a Similar Company Name to Mine in the UK?
A company can register a similar name, but that does not mean it can keep it. A business with goodwill in its name can object under section 69 of the Companies Act 2006 and ask the Company Names Tribunal to order a change.
In Lidl Logistics Ltd & Anor v Lidl Stiftung & Co KG [2023] EWHC 2760 (Ch), the High Court upheld an order requiring a dormant company to drop “Lidl” from its name. The company had been incorporated in 2004, before section 69 existed, and had never traded.
The decision matters to two groups. Brand owners can act against a similar company name before it is ever used. Directors of companies holding such names cannot rely on age, dormancy or a bare promise not to trade.
What Was the Background to the Similar Company Name Dispute?
The dispute arose because the owner of the Lidl supermarket business wanted a dormant company called Lidl Logistics Ltd to change its name.
Lidl Stiftung & Co KG operates and owns the goodwill of the Lidl supermarket chain. It has over 860 grocery stores and 13 regional distribution centres in the UK, employs over 25,000 people and owns registered trade marks and domain names incorporating “Lidl”. It was not disputed that it had substantial reputation and goodwill in the Lidl name since 1994.
Lidl Logistics Ltd was incorporated on 7 December 2004 by William Hogger, its director and sole shareholder. The company never traded and remained dormant for 18 years. Mr Hogger, then 72 and retired, said he did not intend it to trade and had not tried to sell the name to Lidl Stiftung.
Section 69 came into force on 1 October 2008, more than three years after Lidl Logistics was incorporated. Lidl Stiftung applied to the Company Names Tribunal under section 69, seeking an order that the company change its name, essentially by removing “Lidl”. It argued that the name was sufficiently similar to its own to be likely to mislead by suggesting a connection.
The company accepted that the name was sufficiently similar. Its case rested on two points: section 69 could not apply to a company registered before it came into force, and a dormant company could not significantly affect Lidl Stiftung’s interests.
The Tribunal rejected the first argument in an interim decision on 18 January 2022, refusing to strike out the application. In its final decision on 11 November 2022, it rejected the defence and ordered the name change. Both decisions were made on the papers, without a hearing. Lidl Logistics and Mr Hogger appealed both decisions to the High Court.
What Issues Did the High Court Have to Decide?
The appeal raised questions that any business holding or challenging an older or unused company name will recognise.
1. Can section 69 apply to a company incorporated before it came into force?
The company argued that applying section 69 would give it retrospective effect. It said a name lawfully registered under the Companies Act 1985 was protected by section 1297 of the 2006 Act, and that the absence of transitional provisions showed existing companies were outside the rule. Lidl Stiftung argued that section 69 imposed no liability for the past. It simply controlled how a registered name is used from now on.
2. Who must prove the section 69(4)(e) defence? Section 69(4)(e) provides a defence where the applicant’s interests are not adversely affected to any significant extent. The question was whether the company using the name had to prove this, or whether the brand owner had to prove harm.
3. Can a dormant company with no plans to trade significantly harm a brand owner?
The company relied on its dormancy, its lack of trading and Mr Hogger’s stated intention. Lidl Stiftung argued that the name’s potential future use, including after a change of mind or a sale, could significantly affect its interests.
4. Could the Tribunal draw adverse inferences from gaps in Mr Hogger’s evidence? The company said the Tribunal’s findings were not open to it, particularly as Mr Hogger had not been cross-examined. Lidl Stiftung pointed to what his evidence did not say about future plans or a sale to a third party.
5. Could new defences be raised on appeal? The company tried to argue consent, acquiescence and estoppel for the first time, relying on alleged new evidence. Lidl Stiftung opposed this because none of it had been pleaded or put before the Tribunal.
What Did the High Court Decide in Lidl Logistics?
The High Court dismissed the appeal in full and upheld both Tribunal decisions. Lidl Logistics had to change its name.
Section 69 applies to companies incorporated before 2008
The court held that section 69 applies to Lidl Logistics even though it was incorporated before the section came into force. The judge explained:
“Section 69 does not seek to impose past liability for past events. It merely provides a mechanism by which the future use of a name can be controlled.”
The key distinction is between legislation that is genuinely retroactive and legislation that changes existing rights only for the future. The presumption against retrospectivity applies only to the first kind. Section 69 also only permits an order changing the name going forward, which reinforced the point.
The court found it difficult to identify any vested right in a name that had never been used in trade. Section 69 was clear, so there was no room for a presumption protecting such rights. Even if there had been, the section’s own safeguards prevent unfairness: the applicant must prove goodwill and likely confusion, and the respondent can rely on the statutory defences.
The other arguments for pre-2008 companies also failed. Section 1297 only preserves continuity where an old provision is repealed and re-enacted, and section 69 was wholly new. The absence of transitional provisions meant section 69 applied to every company name from 1 October 2008. Limiting it to later incorporations would undermine its protective purpose.
The respondent must prove the section 69(4)(e) defence
Once the applicant establishes its ground of objection, the burden shifts. The company using the challenged name must prove that the applicant’s interests are not adversely affected to any significant extent. The applicant does not have to prove harm.
Dormancy does not automatically defeat an application
The fact that Lidl Logistics had never traded was not decisive. Potential future use counted, because Mr Hogger could change his mind, allow someone else to use the name or sell the company. The court agreed that potential use can be enough, but only where it would actually cause significant harm.
The Tribunal was entitled to infer that the company’s value lay in the word “Lidl”. Anyone willing to buy it would likely want to exploit that name. The company had stayed on the register for 18 years without trading while Mr Hogger fought the application hard, which supported the conclusion that some future purpose was contemplated. As the judge observed:
“One does have to wonder, given those facts, why Mr Hogger is so doggedly resisting the change of name.”
Silence can weaken a defence
Mr Hogger said he did not intend to trade the company and had not tried to sell the name to Lidl Stiftung. He did not say he had never tried to sell the company to anyone else, and he gave no positive evidence of its future purpose. The court treated “trade” and “sale” as different things.
Because the burden was on the company, the lack of cross-examination did not help it. The Tribunal was entitled to be sceptical of Mr Hogger’s evidence and to treat his silence on key matters against him.
New arguments and timing points failed
The company argued that the defence should have been judged at the date of the application, 13 months before the Tribunal’s decision. The court held that this made no difference, since nothing had changed in between.
Consent, acquiescence and estoppel were not considered. They had not been pleaded, the alleged evidence was not in a witness statement and no application had been made to admit it. In any event, knowledge said to belong to Mr Hogger’s former supervisor did not show that Lidl Stiftung itself knew of the name.
The appeal was a review of the Tribunal’s decision, not a fresh hearing. The High Court would interfere only for an error of principle or a conclusion outside the range of reasonable disagreement.
What Does the Decision Mean for Brand Owners and Dormant Companies?
The decision removes two defences many name holders relied on: the age of the registration and the absence of trading.
Businesses with established goodwill
Brand owners can challenge a similar company name before the other company starts trading. They do not need to wait for customer confusion or financial loss, provided the statutory requirements are met.
Goodwill and misleading similarity must still be proved. The strength and distinctiveness of your name will matter. Once those are established, the company holding the name carries the burden of showing your interests are not significantly affected.
The Tribunal route is focused on the registered name itself. If the other business is already trading under the name, you may need wider remedies. Our solicitors also advise on IP and trade-mark disputes where brand misuse goes beyond Companies House.
Directors and owners facing an application
A short statement that the company is dormant or has no current plans will rarely be enough. Your evidence should deal with:
- why the name was chosen
- whether the company has ever traded
- its proposed future activities, if any
- whether the name may be licensed or transferred
- whether the company could be sold, and to whom
- why there is a genuine reason to keep the name
- whether the company has any connection with the applicant
If there is no real commercial reason to keep the name, changing it voluntarily may cost far less than defending the application and a possible appeal. A name-change order also means updating bank records, contracts, invoices, websites, domain names and signage, so plan for that from the moment an application arrives.
If you have received an objection to your company name, our solicitors can review your evidence and advise on whether a defence is realistic. Book a free consultation to discuss your options.
Companies registered before 1 October 2008
Lawful registration under an earlier Companies Act does not permanently protect a name. Any company currently on the register can face a section 69 objection, whenever it was incorporated.
Anyone considering an appeal
An appeal is not a second chance to run a better case. Put your full evidence and every defence, including consent or acquiescence, before the Tribunal. Arguments raised for the first time on appeal are unlikely to be heard.
How Do I Challenge or Defend a Similar Company Name?
Prepare your evidence early, because the Tribunal decides on the application, response and written statements.
The Tribunal will consider four questions:
- Does the applicant have goodwill or reputation in its name?
- Is the registered company name the same or sufficiently similar?
- Would use of that name be likely to mislead by suggesting a connection?
- Has the respondent proved a statutory defence?
Steps for challenging a similar name
- Obtain the company’s Companies House record and filing history.
- Collect dated evidence of goodwill: trading records, turnover, marketing spend, advertising, website and domain history, reviews, press coverage and registered trade marks.
- Record any instance of customers or suppliers assuming a connection.
- Consider asking for a voluntary name change first.
- Prepare the Tribunal application and supporting evidence. The forms are published on GOV.UK.
- Assess whether trade mark, passing off or other commercial disputes claims are also needed.
Steps for defending an application
- Preserve all records relating to the name and the company’s history.
- Identify which statutory defence you rely on and gather evidence for it.
- Prepare a detailed witness statement covering the points listed above.
- Weigh the cost of defending against the cost of changing the name.
Frequently Asked Questions
Get Expert Help With a Similar Company Name Dispute
Whether you own an established brand or hold a company name that has been challenged, the evidence you put forward at the Tribunal stage will usually decide the outcome. A weak first-instance case is very hard to rescue on appeal.
Our solicitors advise brand owners and companies facing objections on Tribunal applications, negotiated name changes and wider trade mark and passing off strategies, with a practical focus on evidence, cost and commercial outcome.
