A-Kar (Europe) Limited

www.akareurope.com/

"Working with Fortune Law is a highly positive experience. I first contacted them when I learned about their expanding success from start-up.

This appealed to me as I was at start-up stage and wanted a company who could understand my needs and who could operate in the real world, not in exclusive legal circles.

I found Shainul and her team very professional and prompt in responding to my questions.  The advice provided was very useful and a valuable information tool.

The Fortune Law team acts as a real legal partner and I would recommend anybody to use them."

Was your New Year's Resolution to start your own business?

Have you had an innovative idea which has the potential to earn you your first million?

Perhaps you've handed in your notice (or perhaps it's been handed to you) and you're going to set up in competition with your old employer?

At Fortune Law, we provide a one-stop shop for all your start-up legal needs.  However you've arrived at this exciting juncture, there are many things you'll need to consider.  It is best to be prepared rather than be left telling everyone that "hindsight is a wonderful thing". 
 

Below, our 10 top tips on starting a new business:

1. Get the right business structure in place: what is the best structure to limit your liability or tax burden, or govern the relationship between you and your partners?  Will you incorporate a company or LLP, carry on as a sole trader, or enter into a partnership agreement?

2. Manage your business partners:  how will you divide up the profits or sale proceeds?  Do you need bespoke terms to deal with the running of the business by way of Articles of Association and/or a Shareholders' Agreement? What happens if someone wants to leave or doesn't perform?

3. Keep in the black: what funding do you need to support your start-up?  What control or share will the lender/investor want in return?  Will you have to give personal guarantees?

4. Short term or long term space: do you need offices or a warehouse, or does your offering relate to the premises themselves (e.g. a pub)?  Will you purchase the freehold or leasehold, or take a commercial lease?  How long should this be?  How much flexibility can you negotiate?

5. Know your employment rules: are you employing one person or a team to support you?  Think contracts of employment, a staff handbook or policies, health and safety, and employment liability insurance.  If you are outsourcing functions, think consultancy agreements.

6. Get it in writing: what will the terms and conditions be for the sale and/or supply or your goods and/or services?  Are these clear?  Have you considered the E-Commerce Regulations and Distance Selling Regulations?  Do you need a licence or permission to sell your goods and services?

7. Make sure you have a web profile: firstly, have you registered a domain name and set up a site?  Have you disclaimed the content of your website adequately and are you collecting personal information?  You may need terms of use, an acceptable use policy and a privacy policy.

8. Talk to the Information Commissioner: are you "processing" the personal data of your customers or prospects?  Consider your obligations under the Data Protection Act 1998 and the need to notify the Information Commissioner.

9. Prepare for the unexpected: what insurance do you need in place to protect yourself?  There are a number of options out there, including product liability, employment liability, loss of profits, professional indemnity or director's liability. 

10. Protect your assets and confidential information:  should you be registering a trade mark or design right?  Do you need a non-disclosure agreement for use with potential suppliers so you can discuss your ideas whilst keeping your mind at ease?

We hope the above tips are helpful.  Rest assured we can support you every step of the way. 

In addition to our commercial experience, we can offer a range of costs options to provide the most cost-effective service.  We work to fixed fees where appropriate, for example, for company incorporation, registration of a trade mark or drafting a suite of website documents.  Our hourly rates are competitive and we operate on blended rates, tailoring our team's experience to your needs.

For further information or advice on any matter relating to setting up a new business, please do not hesitate to call us on 0207 440 2540 or email us at enquiries@fortunelaw.com

In 2008, The Coca-Cola Company Limited challenged the registration of Coke Cola Limited as a company name on the basis that it would be likely to suggest a connection between the two companies.  
 

 Unsurprisingly, the Companies Names Tribunal, in its first decision under revised legislation, ordered the company to change its name within one month.That choice of name was clearly foolish (indeed the challenge was undefended), but there are many rules to follow.  If you are incorporating a new company, you may not be as free to choose a name as you may think...

Use of Limited

If you are incorporating a limited company, you must use either the word "Limited" or "Ltd" at the end of the name, unless it falls within an exemption.  Exemptions relate only to charities and companies limited by guarantee which have to comply with specific restrictions.

Rejection by the Registrar of Companies

Your selected name could be rejected if:

·     Its use would constitute a criminal offence;

·     It is offensive;

·     It is the "same as" a name already registered on the index of company names, taking a number of rules into consideration.  A group company can provide written consent to the incorporation of a company using the same name;

·     It is misleading, for example, an unincorporated company or PLC cannot use the word "Limited". 

·     It includes letters, other characters, punctuation or symbols not permitted by regulations.

Where approval is needed

You might need approval if your chosen name implies a connection between the company and the government, a local authority, or any public authority specified in regulations.

Consent is also required for the use of the sensitive names and expressions, such as those that imply national or international pre-eminence such as "British" and "European"; those that imply representative or authoritative status such as "council", "society" and "trust"; and those that imply specific objects or functions such as "chemist", "insurer", "dental", "banking" and "polytechnic".

Other legislation prohibits the use of names such as "building society", "patent agent" and "veterinary" without prior consent.

Challenge post-registration

Even if Companies House approves your registration, you might not be out of the woods.  A third party might still be able to challenge your company's name.

The Secretary of State may, within 12 months of registration, direct a company to change its name if the name is the same as or "too like" another registered name.  There are other grounds on which the Secretary of State can direct a name change, such as use of misleading information on registration, failure to fulfil an undertaking, or where the name indicates activities so misleading, the public is likely to be caused harm.

In addition, any person may apply to for a company to have its name changed if it is the same as a name associated with the objecting company in which he has goodwill or where the name is sufficiently similar that it would be likely to mislead, as in the Coca Cola case above.

Passing off and trade mark infringement

A company may be liable for passing off where a third party can prove that it has goodwill in its name, that the company is misrepresenting itself as that third party and that damage is caused as a result.

Where the company uses a name, which is the same or similar to a registered trade, the owner of the mark may be able to bring an action for trade mark infringement against the company.

Essential steps when choosing a name

1.    Search the Index of Company Names at Companies House.

2.    Seek advice on registrations at the Intellectual Property Office to prevent infringement of a registered trade mark.

3.    Carry out searches on Google, domain name registries, phone books and trade journals to see if anyone trades under a similar name or under a name which your searches above have failed to reveal.  This could prevent a later action against you under the tort of passing off or an objection that your name is "too like" an existing name.

If you need advice on your choice of company name or if you wish to incorporate a company or carry out trademark searches, please telephone us on 020 7440 2540 or e-mail us at enquiries@fortunelaw.com