28. Change of name

Question 1

28. Change of name

Answer 1

General overview
[28.01] This section covers the situation where a name that infringed s 27(1), (1A) and (1B) was accepted for registration by the registrar by inadvertence or otherwise. In such a case, the company needs to pass a special resolution to effect a change of name to one that does not infringe s 27(1), (1A) and (1B).

Question 2

Change of name

• need special reso
• if registrar direct chg name then shall chg within 6 weeks from date of direction
• registrar has no power to direct chg name where name is identical to reserved name

Answer 2

[28.02] A company may by special resolution change its name subject to s 27(1), (1A) and (1B).

[28.03] A company shall, by special resolution, change its name if it is not permitted under s 27(1)(a), (b) or (d), (1A), or (1B), or the name so nearly resembles the name of another company, or a corporation, limited liability partnership, limited partnership or a registered business name of any person as to be likely to be mistaken for it, or the name the use of which has been restrained by an injunction granted under the Trade Marks Act (Cap 332): s 28(3). Under subsection (3), the registrar may direct the change, and the company shall so change it, within six weeks of the date of the direction or such longer period as the registrar may allow, unless the direction is annulled by the Minister.

[28.04] The registrar has no power to direct a change of name where the proposed name is identical to a reserved name under s 27(1)(c): s 28(3AA).

Question 3

Application for the registrar to give directions

Answer 3

[28.05] Any person may apply in writing to the registrar to give a direction to a company under subsection (3). However, the registrar shall not consider any such application if the ground falls within subsection (3)(d), i.e. that the name so nearly resembles the name of another company, or corporation, limited liability partnership, limited partnership or a registered business name as to be likely to be mistaken for it unless the registrar receives the application within 12 months of the date of change of name of the company: s 28(3A).

Question 4

Appeal to the Minister

Answer 4

[28.06] An appeal may be made to the Minister by an aggrieved company under subsection (3) against the registrar’s direction, or by an aggrieved person against the registrar’s refusal to issue a direction under subsection (3A), within 30 days after the registrar’s direction or after being informed of the refusal to give the direction: s 28(3D). The Minister’s decision shall be final: s 28(3DA). The new s 28(3DA) takes away the right of an aggrieved person to appeal to the court against the registrar’s refusal to give a direction for a change of name

Question 5

Injunction by the court

Answer 5

[28.07] Where the registrar or the Minister makes a decision under subsection (3) or (3DA) respectively, they shall accept the court’s decision to grant an injunction under subsection (3)(c) as correct.

Question 6

Preservation of company’s rights and obligations

Answer 6

[28.08] A change of name pursuant to this Act shall not affect the identity of the company, nor its rights and obligations or render defective any legal proceedings by or against the company. Any existing legal proceedings may be continued or new proceedings commenced under the new name: s 28(6).

Question 7

Companies registered before December 29, 1967

Answer 7

[28.09] Companies that were registered before December 29, 1967 with names that infringe s 27(1), (1A) and (1B) shall not be required to change their names by direction of the registrar under subsection (3) unless the Minister approves.

Question 8

Judicial review

Answer 8

[28.10] The registrar’s act or decision is subject to judicial review: R v Registrar of Companies, Ex p Central Bank of India [1986] 1 QB 1114, CA.