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| | Company Law Reform Bill [Lords]
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| | [FOURTH AND FIFTH sittingS]
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| | | Amendment (No. 118) proposed, in page 22, line 38, after ‘name’, insert ‘and in the |
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| | | absence of the applicant receiving any response by the specified department or other body |
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| | | within 30 days of its receipt of such a request, the specified department or other body shall |
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| | | be deemed to have confirmed that it has no objection to the proposed name’.—(James |
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| | | Question again proposed, That the Amendment be made. |
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| | Clause 57, page 22, line 43, after ‘received’, insert ‘or include a statement that no |
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| | such response was received within the time period referred to in subsection (2)’. |
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| | Clause 57, page 23, line 6, after ‘received’, insert ‘or must include a statement that |
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| | no such response was received within the time period referred to in subsection (2)’. |
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| | Clause 58, page 23, line 18, leave out ‘registered’ and insert ‘incorporated’. |
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| | Clause 58, page 23, line 18, leave out ‘by’ and insert ‘with’. |
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| | Clause 58, page 23, line 19, after ‘includes’, insert ‘, or change its name to a name |
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| | that consists of or includes,’. |
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| | Clause 58, page 23, line 21, at end insert— |
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| | | ‘( ) | Regulations under this section shall not require a company to change its name.’. |
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| | Clause 60, page 23, line 34, leave out subsections (1), (2) and (3) and insert— |
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| | | ‘(1) | Subject to section 61, the name of a limited company that is a private company |
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| | | must end with “limited” or “ltd” or, in the case of a Welsh company, its name may |
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| | | instead end with “cyfyngedig” or “cyf.”.’. |
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| | Clause 60, page 24, line 1, leave out from ‘companies’ to end of line 3. |
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| | Clause 62, page 25, line 2, leave out ‘, or any return of capital,’. |
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| | Clause 63, page 25, line 26, after first ‘its’, insert ‘profits (if any) or other’. |
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| | Clause 64, page 25, line 36, leave out ‘section 62 or 63’ and insert ‘section |
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| | Clause 64, page 25, line 40, leave out ‘alter’ and insert ‘amend’. |
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| | Clause 65, page 26, leave out lines 44 and 45. |
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| | Clause 66, page 27, line 32, at end insert— |
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| | | ‘(6) | Nothing contained in this section shall prevent a company continuing to use its |
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| | | name if such name was registered with the registrar of companies prior to the date |
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| | | of any regulations made under this section.’. |
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| | Clause 67, page 28, line 16, at end insert— |
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| | | ‘(6) | Nothing contained in this section shall prohibit or inhibit an objection under |
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| | Clause 68, page 28, line 22, leave out from ‘names,’ to end of line 23. |
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| | Clause 69, page 28, line 42, after ‘be’, insert ‘in writing and’. |
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| | Clause 70, page 29, line 18, after ‘name’, insert ‘or incorporates a name’. |
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| | Clause 70, page 29, line 19, after ‘goodwill’, insert ‘in the United Kingdom’. |
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| | Clause 70, page 29, line 22, after ‘applicant’, insert ‘provided that the applicant |
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| | was using such name in the United Kingdom at that time.’. |
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| | Clause 70, page 29, line 23, at end insert ‘within twelve months of the company’s |
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| | registration with the relevant name’. |
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| | Clause 70, page 30, line 2, after ‘upheld’, insert —
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| | Clause 70, page 30, line 5, at end add ‘or |
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| | | (ii) | if the activities of the company using the registered name would |
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| | | be likely to deceive members of the public or to cause loss or |
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| | | damage to persons dealing with the company.’. |
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| | | Negatived on division 136 |
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| | Clause 70, page 30, line 6, at end insert— |
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| | | ‘(6A) | Without prejudice to the foregoing provisions of this section, in the event that all |
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| | | of the circumstances contemplated in subsection (8) are satisfied, an applicant |
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| | | may apply to a company names adjudicator for an interim order under this |
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| | | (6B) | The circumstances referred to in subsection (7) are that— |
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| | | (a) | the applicant is a company whose shares are listed on a regulated market; |
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| | | (b) | the applicant has published a circular to shareholders incorporating a |
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| | | resolution proposing to change its name to a particular name (a “relevant |
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| | | (c) | a company (the “respondent”) has been incorporated with the relevant |
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| | | name or changed its name to the relevant name in either case on or after |
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| | | the date of publication of the circular referred to in subsection (8)(b). |
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| | | (6C) | If an application for an interim order is made and the adjudicator is satisfied that |
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| | | the provisions of subsection (8) are satisfied, the adjudicator shall make an order |
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| | | requiring the respondent to change its name to a name specified by the |
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| | | (6D) | The adjudicator must give notice of his interim order— |
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| | | (b) | to the respondent; and |
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| | | (6E) | Upon the presentation by the applicant to the registrar of an official copy of the |
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| | | interim order together with all other documents contemplated by section 78 |
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| | | (Change of name by special resolution), and the registrar is satisfied that— |
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| | | (a) | the relevant name complies with the requirements of this Part, and |
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| | | (b) | the requirements of the Companies Acts and any relevant requirement of |
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| | | the applicant’s articles, with respect to a change of name are complied |
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| | | | the registrar must enter the relevant name as the new name of the applicant and |
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| | | enter the name set out in the interim order as the new name of the responent on |
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| | | the register in place of the former names of the applicant and respondent |
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| | | (6F) | On the registration of the new names, the registrar must issue a certificate of |
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| | | incorporation to each of the applicant and the respondent altered to meet the |
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| | | circumstances of the case. |
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| | | (6G) | The making of an interim order shall be without prejudice to any other legal rights |
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| | | of the applicant or respondent or any application by the respondent under |
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| | Clause 70, page 30, line 7, at end add ‘and reputation includes that the name in |
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| | which the reputation is claimed is a registered trademark in current use’. |
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| | Clause 70, page 30, line 7, after ‘section’, insert ‘and in section 73’. |
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| | Clause 70, page 30, line 7, at end insert— |
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| | | ‘(8) | In this section “start-up costs” shall be considered “substantial” in relation to the |
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| | | annual revenue and assets of the company.’. |
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| | Clause 72, page 30, line 33, leave out ‘may’ and insert ‘shall’. |
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| | Clause 72, page 31, line 13, at end insert— |
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| | | ‘(l) | requiring the publication of all decisions by the adjudicator within 90 |
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| | | days of the decision being given.’. |
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| | Clause 73, page 31, line 20, leave out subsection (1) and insert— |
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| | | ‘(1) | If an application under section 70 is upheld, the adjudicator shall make an order, |
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| | | (a) | requiring the respondent company to change its name to one that is not |
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| | | an offending name, and requiring all respondents— |
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| | | (i) | to take all such steps as are within their powers to make, or |
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| | | facilitate the making of that change, and |
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| | | (ii) | not to cause or permit any steps to be taken calculated to result in |
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| | | another company being registered with a name that is an |
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| | | (b) | requiring the respondent company to undertake to the applicant and to the |
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| | | Secretary of State not to operate under the registered name in connection |
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| | | with such activities as may be specified in the order.’. |
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| | Clause 73, page 31, line 20, after ‘application’, insert ‘other than an application for |
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