A familiar business name can carry years of goodwill. Customers recognise it, suppliers trust it and your website may already attract enquiries. It is understandable to want to keep that value if your limited company has to close.
You may sometimes be able to use the same brand or trading name after liquidation. However, you should not assume you can simply move it to a new company or start using it as a sole trader. Insolvency law may restrict the name, while the brand itself may be an asset belonging to the liquidated company.
Considering reusing a company name?
The old company name may be restricted after liquidation. The brand, domain or goodwill may also belong to the liquidated company. Answer a few quick questions before registering, promoting or trading through a new business.
Can You Use the Same Trading Name After Liquidation?
The answer depends on how the previous company closed, your role in it and the name you intend to use.
The main restrictions apply following insolvent liquidation, including a CVL or compulsory liquidation. If you were a director during the 12 months before liquidation, you may be restricted from using the same or a similar name for five years.
This does not mean you are automatically banned from becoming a director again. Many directors go on to run successful businesses. The new company must simply be set up correctly, with careful attention paid to its name and any assets acquired from the old company.
In June 2026, there were 1,845 registered company insolvencies in England and Wales, including 1,364 CVLs. CVLs therefore represented nearly three quarters of the total, according to Insolvency Service statistics.
What Counts as the Same or a Similar Name?
The restriction is wider than the registered name shown at Companies House. A prohibited name can include:
- The liquidated company’s registered name
- A trading name used by the company
- A brand name or registered trade mark
- A shortened or slightly altered version
- Any name suggesting an association with the liquidated company
For example, if Example Kitchens Ltd also traded as Example Interiors, both names could be relevant. Registering Example Kitchen Solutions Ltd may not resolve the issue if customers would still associate it with the liquidated business.
The name used publicly matters too. A new company might have a different registered name but continue using the old identity on its website, invoices, vehicles or social media accounts. The Insolvency Service guidance on reusing company names confirms that trading names, registered trade marks and brand names can fall within the rules.
Adding words such as “UK”, “Group” or “Services” is not necessarily enough. The key question is whether the new name suggests a connection with the old company.
A small change to the name may not be enough
The restrictions can cover more than the old company’s exact registered name. They may also apply to:
- A previous brand or trading name
- A shortened or slightly altered version
- A name that suggests a connection with the liquidated company
- Use of the name through a new company or as a sole trader
Check your position before using the name on a website, invoice, social media account, vehicle or other marketing material.
Check Before You Reuse a Company Name
Tell us about the previous company, the name you want to use and any plans to continue the business. We’ll help you understand the insolvency issues and explain whether separate legal advice may be required.
How Section 216 Affects Former Directors
Section 216 of the Insolvency Act restricts certain former directors from becoming involved with a business using a prohibited name.
It usually applies if you acted as a director, including as a shadow director, at any time during the 12 months before insolvent liquidation. For five years, you may be restricted from:
- Acting as a director of a company using the name
- Forming, promoting or managing that company
- Being directly or indirectly involved in its management
- Carrying on another business under the prohibited name
The restriction comes from Section 216 of the Insolvency Act 1986. It can apply even when there was no dishonesty behind the failure of the previous company.
Using somebody else as the registered director while you manage the business informally will not necessarily avoid the rules. Nor will operating as a sole trader. The restriction can also cover an unincorporated business using the prohibited name.
This differs from strike-off, which is generally intended for a solvent, inactive company that has resolved its liabilities. Section 216 concerns insolvent liquidation.
The Brand May Belong to the Liquidated Company
There are two separate questions:
- Are you legally allowed to use the name?
- Do you or the new business own the brand assets?
A company is a separate legal entity. Its assets do not automatically belong to its directors or shareholders. Brand-related assets may include trade marks, logos, domains, website content, customer databases, copyright and goodwill.
Once a liquidator is appointed, these assets may need to be valued and sold for creditors’ benefit. You should not move them informally to yourself or a new company, even if you originally created the brand.
Official guidance on intellectual property in insolvency confirms that a registered trade mark owned by an insolvent company forms part of the liquidation estate and may be sold by the liquidator.
Purchasing a trade mark, domain or goodwill may give the new business ownership of those assets. It does not automatically remove the Section 216 restriction.
Planning to carry the business forward?
Buying the old company’s logo, domain or goodwill does not necessarily mean you can use its name. We can help you understand the insolvency process and what should be checked before any assets are transferred.
When Might You Be Allowed to Reuse the Name?
There are three main exceptions. Each has detailed conditions, so you should obtain advice before relying on one.
The Business Is Acquired Through the Insolvency Process
An exception may apply where the whole, or substantially the whole, of the old company’s business is acquired under arrangements made by the liquidator or another qualifying office-holder.
Specific notices must be published in The Gazette and sent to known creditors before the prohibited name is used. The timings and wording matter, and the director is responsible for ensuring the required notices are issued.
Buying only the right to use the name is not enough for this exception. The whole or substantially the whole of the business must be acquired under the relevant arrangements.
You Obtain Court Permission
You can apply to the court for permission to use a prohibited name during the five-year period.
In most circumstances, you should not begin using the name while waiting for a decision. Permission is not retrospective. Starting too early can leave you personally responsible for debts incurred while the name was used and may still expose you to criminal consequences.
A solicitor should advise on the court application. Your insolvency practitioner can explain the insolvency position and work alongside your legal adviser.
An Established Company Already Uses the Name
An exception may apply if you are already involved with another company that continuously traded under the same or a similar name throughout the 12 months before liquidation.
The company must have genuinely traded throughout that period and cannot have been dormant. This exception does not extend to an existing sole-trader business or general partnership.
Can You Keep the Brand Through a Phoenix Company?
A phoenix company is a new company that continues some or all of an insolvent business’s activities. Establishing one is not automatically unlawful.
The new company may be able to purchase assets from the liquidator and preserve viable work or customer relationships. The process must be transparent. Assets should be properly valued, creditor interests respected and the name restrictions addressed.
The directors should also understand why the old company became insolvent. Removing historic debts will not correct unprofitable pricing, excessive overheads or poor cash flow.
There is generally no automatic ban on closing one company and starting another. Problems arise when assets are transferred improperly, customers are misled or a prohibited name is used without meeting an exception or obtaining permission.
What Happens if You Use a Prohibited Name?
A breach can have serious consequences, including:
- Criminal prosecution
- A fine or imprisonment following conviction
- Director disqualification
- Personal responsibility for debts incurred while the name was used
Consequences can also affect another director or manager who knowingly follows the instructions of a restricted person.
These risks can add to the other liquidation problems you may already be managing. Early advice is not intended to prevent you from moving forward. It helps make sure any restart happens on a clear and compliant basis.
Already using the old company name?
Do not ignore the position or assume that changing one word will resolve it. Speak to Anderson Brookes confidentially so you can understand the insolvency issues and identify any further advice you may need.
What to Do Before Using Your Old Business Name
Before registering, advertising or trading under the name:
- List every relevant name. Include registered company names, trading styles, brands and trade marks used during the 12 months before liquidation.
- Check who owns each asset. Review ownership of the domain, website, logo, telephone numbers, customer data and intellectual property.
- Do not transfer assets informally. Allow the insolvency practitioner to arrange appropriate valuations and sales.
- Explain your plans early. Tell the proposed liquidator if you hope to continue part of the business or retain its branding.
- Check whether an exception applies. Do not assume a minor name change will be enough.
- Obtain legal advice where required. This may be necessary for formal notices or a court application.
- Wait before using the name. Avoid publishing it on a website, invoice, vehicle or social account until your position has been checked.
At Anderson Brookes, we can help you review the company’s financial position, understand the practical insolvency issues and plan an orderly next step. Where separate legal advice is required, we will make that clear.
Frequently Asked Questions
Can I use the old company name as a sole trader?
Not automatically. Section 216 can apply to an unincorporated business, including a sole trader, if it uses the prohibited name. The rule is not limited to new companies.
Can I make a small change to the name?
A small change may still be restricted if the new name suggests an association with the liquidated company. Changing one word, adding a location or using a different spelling does not guarantee that the name is safe.
Can somebody else use the name?
The restrictions apply to certain former directors and can also affect people who knowingly act on their instructions.
A separate buyer would still need to establish who owns the brand and whether any trade mark or passing-off issues arise.
Can I buy the brand from the liquidator?
Potentially, yes. A liquidator may sell trade marks, domains, designs and goodwill where this benefits creditors.
The sale should be formally agreed and appropriately valued. Buying those assets does not automatically give a restricted former director permission to use the name.
How long does the restriction last?
The usual restriction lasts for five years from the date of insolvent liquidation. An exception may permit earlier use, or the court may grant permission in relation to a specific company or business.
Check Your Position Before Reusing the Name
A recognised trading name can have genuine commercial value. Using it without checking both the name restrictions and ownership of the brand can also create avoidable personal risk.
The safest time to discuss your plans is before liquidation begins and before any assets, websites or customer relationships are moved. This gives you more time to understand the available routes and complete any necessary steps correctly.
Anderson Brookes provides calm, confidential guidance to directors facing company debt and insolvency. Our licensed insolvency practitioners can assess your position, explain the liquidation process and help you plan what comes next.
Call Anderson Brookes on 0800 1804 935 for a free, confidential discussion before registering or trading under your old business name.