|
| |
|
(ii) | not to cause or permit any steps to be taken calculated to result |
| |
in another company being registered with a name that is an |
| |
| |
(2) | An “offending name” means a name that, by reason of its similarity to the name |
| |
associated with the applicant in which he claims goodwill, would be likely— |
| 5 |
(a) | to be the subject of a direction under section 68 (power of registrar to |
| |
direct change of name), or |
| |
(b) | to give rise to a further application under section 70. |
| |
(3) | The order must specify a date by which the respondent company’s name is to |
| |
be changed and may be enforced— |
| 10 |
(a) | in England and Wales or Northern Ireland, in the same way as an order |
| |
| |
(b) | in Scotland, in the same way as a decree of the Court of Session. |
| |
(4) | If the respondent company’s name is not changed in accordance with the order |
| |
by the specified date, the adjudicator may determine a new name for the |
| 15 |
| |
(5) | If the adjudicator determines a new name for the respondent company he must |
| |
give notice of his determination— |
| |
| |
(b) | to the respondents, and |
| 20 |
| |
(6) | For the purposes of this section a company’s name is changed when the change |
| |
takes effect in accordance with section 81(1) (on the issue of the new |
| |
certification of incorporation). |
| |
74 | Appeal from adjudicator’s decision |
| 25 |
(1) | An appeal lies to the court from any decision of a company names adjudicator |
| |
to uphold or dismiss an application under section 70. |
| |
(2) | Notice of appeal against a decision upholding an application must be given |
| |
before the date specified in the adjudicator’s order by which the respondent |
| |
company’s name is to be changed. |
| 30 |
(3) | If notice of appeal is given against a decision upholding an application, the |
| |
effect of the adjudicator’s order is suspended. |
| |
(4) | If on appeal the court— |
| |
(a) | affirms the decision of the adjudicator to uphold the application, or |
| |
(b) | reverses the decision of the adjudicator to dismiss the application, |
| 35 |
| the court may (as the case may require) specify the date by which the |
| |
adjudicator’s order is to be complied with, remit the matter to the adjudicator |
| |
or make any order that the adjudicator might have made. |
| |
|
| |
|
| |
|
| |
Other powers of the Secretary of State |
| |
75 | Provision of misleading information etc |
| |
(1) | If it appears to the Secretary of State— |
| |
(a) | that misleading information has been given for the purposes of a |
| 5 |
company’s registration by a particular name, or |
| |
(b) | that an undertaking or assurance has been given for that purpose and |
| |
| |
| the Secretary of State may direct the company to change its name. |
| |
(2) | Any direction under this section— |
| 10 |
(a) | must be given within five years of the company’s registration by that |
| |
| |
(b) | must specify the period within which the company is to change its |
| |
| |
(3) | The Secretary of State may by a further direction extend the period within |
| 15 |
which the company is to change its name. |
| |
| Any such direction must be given before the end of the period for the time |
| |
| |
(4) | A direction under this section must be in writing. |
| |
(5) | If a company fails to comply with a direction under this section, an offence is |
| 20 |
| |
| |
(b) | every officer of the company who is in default. |
| |
| For this purpose a shadow director is treated as an officer of the company. |
| |
(6) | A person guilty of an offence under this section is liable on summary |
| 25 |
conviction to a fine not exceeding level 3 on the standard scale and, for |
| |
continued contravention, a daily default fine not exceeding one-tenth of level |
| |
| |
76 | Misleading indication of activities |
| |
(1) | If in the opinion of the Secretary of State the name by which a company is |
| 30 |
registered gives so misleading an indication of the nature of its activities as to |
| |
be likely to cause harm to the public, the Secretary of State may direct the |
| |
company to change its name. |
| |
(2) | The direction must be complied with within a period of six weeks from the date |
| |
of the direction or such longer period as the Secretary of State may think fit to |
| 35 |
| |
| This does not apply if an application is duly made to the court under the |
| |
| |
(3) | The company may apply to the court to set the direction aside. |
| |
| The application must be made within the period of three weeks from the date |
| 40 |
| |
(4) | The court may set the direction aside or confirm it. |
| |
|
| |
|
| |
|
| If the direction is confirmed, the court shall specify the period within which the |
| |
direction is to be complied with. |
| |
(5) | If a company fails to comply with a direction under this section, an offence is |
| |
| |
| 5 |
(b) | every officer of the company who is in default. |
| |
| For this purpose a shadow director is treated as an officer of the company. |
| |
(6) | A person guilty of an offence under this section is liable on summary |
| |
conviction to a fine not exceeding level 3 on the standard scale and, for |
| |
continued contravention, a daily default fine not exceeding one-tenth of level |
| 10 |
| |
| |
| |
| |
(1) | A company may change its name— |
| 15 |
(a) | by special resolution (see section 78), or |
| |
(b) | by other means provided for by the company’s articles (see section 79). |
| |
(2) | The name of a company may also be changed— |
| |
(a) | by resolution of the directors acting under section 65 (change of name |
| |
to comply with direction of Secretary of State under that section); or |
| 20 |
(b) | by order under section 73 (order of adjudicator following objection to |
| |
| |
78 | Change of name by special resolution |
| |
(1) | Where a change of name has been agreed to by a company by special |
| |
resolution, the company must give notice to the registrar. |
| 25 |
| This is in addition to the obligation to forward a copy of the resolution to the |
| |
| |
(2) | Where a change of name by special resolution is conditional on the occurrence |
| |
of an event, the notice given to the registrar of the change must— |
| |
(a) | specify that the change is conditional, and |
| 30 |
(b) | state whether the event has occurred. |
| |
(3) | If the notice states that the event has not occurred— |
| |
(a) | the registrar is not required to act under section 80 (registration and |
| |
issue of new certificate of incorporation) until further notice, |
| |
(b) | when the event occurs, the company must give notice to the registrar |
| 35 |
stating that it has occurred, and |
| |
(c) | the registrar may rely on the statement as sufficient evidence of the |
| |
| |
79 | Change of name by means provided for in company’s articles |
| |
(1) | Where a change of a company’s name has been made by other means provided |
| 40 |
| |
|
| |
|
| |
|
(a) | the company must give notice to the registrar, and |
| |
(b) | the notice must be accompanied by a statement that the change of name |
| |
has been made by means provided for by the company’s articles. |
| |
(2) | The registrar may rely on the statement as sufficient evidence of the matters |
| |
| 5 |
80 | Change of name: registration and issue of new certificate of incorporation |
| |
(1) | This section applies where the registrar receives notice of a change of a |
| |
| |
(2) | If the registrar is satisfied— |
| |
(a) | that the new name complies with the requirements of this Part, and |
| 10 |
(b) | that the requirements of the Companies Acts, and any relevant |
| |
requirements of the company’s articles, with respect to a change of |
| |
| |
| the registrar must enter the new name on the register in place of the former |
| |
| 15 |
(3) | On the registration of the new name, the registrar must issue a certificate of |
| |
incorporation altered to meet the circumstances of the case. |
| |
81 | Change of name: effect |
| |
(1) | A change of a company’s name has effect from the date on which the new |
| |
certificate of incorporation is issued. |
| 20 |
(2) | The change does not affect any rights or obligations of the company or render |
| |
defective any legal proceedings by or against it. |
| |
(3) | Any legal proceedings that might have been continued or commenced against |
| |
it by its former name may be continued or commenced against it by its new |
| |
| 25 |
| |
| |
82 | Requirement to disclose company name etc |
| |
(1) | The Secretary of State may by regulations make provision requiring |
| |
| 30 |
(a) | to display specified information in specified locations, |
| |
(b) | to state specified information in specified descriptions of document or |
| |
| |
(c) | to provide specified information on request to those they deal with in |
| |
the course of their business. |
| 35 |
| |
(a) | must in every case require disclosure of the name of the company, and |
| |
(b) | may make provision as to the manner in which any specified |
| |
information is to be displayed, stated or provided. |
| |
|
| |
|
| |
|
(3) | The regulations may provide that, for the purposes of any requirement to |
| |
disclose a company’s name, any variation between a word or words required |
| |
to be part of the name and a permitted abbreviation of that word or those |
| |
words (or vice versa) shall be disregarded. |
| |
(4) | In this section “specified” means specified in the regulations. |
| 5 |
(5) | Regulations under this section are subject to affirmative resolution procedure. |
| |
83 | Civil consequences of failure to make required disclosure |
| |
(1) | This section applies to any legal proceedings brought by a company to which |
| |
section 82 applies (requirement to disclose company name etc) to enforce a |
| |
right arising out of a contract made in the course of a business in respect of |
| 10 |
which the company was, at the time the contract was made, in breach of |
| |
regulations under that section. |
| |
(2) | The proceedings shall be dismissed if the defendant (in Scotland, the defender) |
| |
to the proceedings shows— |
| |
(a) | that he has a claim against the claimant (pursuer) arising out of the |
| 15 |
contract that he has been unable to pursue by reason of the latter’s |
| |
breach of the regulations, or |
| |
(b) | that he has suffered some financial loss in connection with the contract |
| |
by reason of the claimant’s (pursuer’s) breach of the regulations, |
| |
| unless the court before which the proceedings are brought is satisfied that it is |
| 20 |
just and equitable to permit the proceedings to continue. |
| |
(3) | This section does not affect the right of any person to enforce such rights as he |
| |
may have against another person in any proceedings brought by that person. |
| |
84 | Criminal consequences of failure to make required disclosures |
| |
(1) | Regulations under section 82 may provide— |
| 25 |
(a) | that where a company fails, without reasonable excuse, to comply with |
| |
any specified requirement of regulations under that section an offence |
| |
| |
| |
(ii) | every officer of the company who is in default; |
| 30 |
(b) | that a person guilty of such an offence is liable on summary conviction |
| |
to a fine not exceeding level 3 on the standard scale and, in the case of |
| |
continued contravention, to a daily default fine not exceeding one- |
| |
tenth of level 3 on the standard scale. |
| |
(2) | In subsection (1)(a) “specified” means specified in the regulations. |
| 35 |
85 | Minor variations in form of name to be left out of account |
| |
(1) | For the purposes of this Chapter, in considering a company’s name no account |
| |
| |
(a) | whether upper or lower case characters (or a combination of the two) |
| |
| 40 |
(b) | whether diacritical marks or punctuation are present or absent, |
| |
(c) | whether the name is in the same format or style as is specified under |
| |
section 58(1)(b) for the purposes of registration, |
| |
|
| |
|
| |
|
| provided there is no real likelihood of names differing only in those respects |
| |
being taken to be different names. |
| |
(2) | This does not affect the operation of regulations under section 58(1)(a) |
| |
permitting only specified characters, diacritical marks or punctuation. |
| |
| 5 |
A company’s registered office |
| |
| |
86 | A company’s registered office |
| |
| A company must at all times have a registered office to which all |
| |
communications and notices may be addressed. |
| 10 |
87 | Change of address of registered office |
| |
(1) | A company may change the address of its registered office by giving notice to |
| |
| |
(2) | The change takes effect upon the notice being registered by the registrar, but |
| |
until the end of the period of 14 days beginning with the date on which it is |
| 15 |
registered a person may validly serve any document on the company at the |
| |
address previously registered. |
| |
(3) | For the purposes of any duty of a company— |
| |
(a) | to keep available for inspection at its registered office any register, |
| |
index or other document, or |
| 20 |
(b) | to mention the address of its registered office in any document, |
| |
a company that has given notice to the registrar of a change in the address of |
| |
its registered office may act on the change as from such date, not more than 14 |
| |
days after the notice is given, as it may determine. |
| |
(4) | Where a company unavoidably ceases to perform at its registered office any |
| 25 |
such duty as is mentioned in subsection (3)(a) in circumstances in which it was |
| |
not practicable to give prior notice to the registrar of a change in the address of |
| |
its registered office, but— |
| |
(a) | resumes performance of that duty at other premises as soon as |
| |
| 30 |
(b) | gives notice accordingly to the registrar of a change in the situation of |
| |
its registered office within 14 days of doing so, |
| |
| it is not to be treated as having failed to comply with that duty. |
| |
| |
| 35 |
(1) | In the Companies Acts a “Welsh company” means a company as to which it is |
| |
stated in the register that its registered office is to be situated in Wales. |
| |
| |
(a) | whose registered office is in Wales, and |
| |
|
| |
|
| |
|
(b) | as to which it is stated in the register that its registered office is to be |
| |
situated in England and Wales, |
| |
| may by special resolution require the register to be amended so that it states |
| |
that the company’s registered office is to be situated in Wales. |
| |
| 5 |
(a) | whose registered office is in Wales, and |
| |
(b) | as to which it is stated in the register that its registered office is to be |
| |
| |
| may by special resolution require the register to be amended so that it states |
| |
that the company’s registered office is to be situated in England and Wales. |
| 10 |
(4) | Where a company passes a resolution under this section it must give notice to |
| |
the registrar, who shall— |
| |
(a) | amend the register accordingly, and |
| |
(b) | issue a new certificate of incorporation altered to meet the |
| |
circumstances of the case. |
| 15 |
| |
Re-registration as a means of altering a company’s status |
| |
| |
89 | Alteration of status by re-registration |
| |
A company may by re-registration under this Part alter its status— |
| 20 |
(a) | from a private company to a public company (see sections 90 to 96); |
| |
(b) | from a public company to a private company (see sections 97 to 101); |
| |
(c) | from a private limited company to an unlimited company (see sections |
| |
| |
(d) | from an unlimited private company to a limited company (see sections |
| 25 |
| |
(e) | from a public company to an unlimited private company (see sections |
| |
| |
Private company becoming public |
| |
90 | Re-registration of private company as public |
| 30 |
(1) | A private company (whether limited or unlimited) may be re-registered as a |
| |
public company limited by shares if— |
| |
(a) | a special resolution that it should be so re-registered is passed, |
| |
(b) | the conditions specified below are met, and |
| |
(c) | an application for re-registration is delivered to the registrar in |
| 35 |
accordance with section 94, together with— |
| |
(i) | the other documents required by that section, and |
| |
(ii) | a statement of compliance. |
| |
| |
(a) | that the company has a share capital; |
| 40 |
(b) | that the requirements of section 91 are met as regards its share capital; |
| |
|
| |
|