Companies Act 1967 - Singapore Statutes Online

Names of companies

27.—(1) Except with the Minister’s consent or as provided in subsection (1B), the Registrar must refuse to register a company under this Act under a name which, in the Registrar’s opinion —

(a)	is undesirable;
(b)	is identical to the name of any other company, limited liability partnership, limited partnership or corporation or to any registered business name;
(c)	is identical to a name reserved under subsection (12B), subsection (12B) as applied by section 357(2), or section 378(15), section 16 of the Business Names Registration Act 2014, section 23(4) of the Limited Liability Partnerships Act 2005, section 17(4) of the Limited Partnerships Act 2008, subsection (12B) as applied by section 21(8) of the VCC Act, or subsection (12B) as applied by section 133(2) of the VCC Act; or
(d)	is a name of a kind that the Minister has directed the Registrar not to accept for registration. [36/2014; 15/2017; 44/2018]

(1A) In addition to subsection (1), the Registrar must, on or after 3 January 2016, except with the Minister’s consent, refuse to register a company under a name, if —

(a)

it is identical to the name of a company that was dissolved —

(i)	unless, in a case where the company was dissolved following its winding up under the Insolvency, Restructuring and Dissolution Act 2018, a period of at least 2 years has passed after the date of dissolution; or
(ii)	unless, in a case where the company was dissolved following its name being struck off the register under section 344 or 344A, a period of at least 6 years has passed after the date of dissolution;

(b)

it is identical to the business name of a person whose registration and registration of that business name has been cancelled under the Business Names Registration Act 2014 or had ceased under section 22 of that Act, unless a period of at least one year has passed after the date of cancellation or cessation;

(c)

it is identical to the name of a foreign company notice of the dissolution of which has been given to the Registrar under section 377(2), unless a period of at least 2 years has passed after the date of dissolution;

(d)

it is identical to the name of a limited liability partnership that was dissolved —

(i)	unless, in a case where the limited liability partnership was dissolved following its winding up under section 39 of, and the Fifth Schedule to, the Limited Liability Partnerships Act 2005, a period of at least 2 years has passed after the date of dissolution; or
(ii)	unless, in a case where the limited liability partnership was dissolved following its name being struck off the register under section 63 of the Limited Liability Partnerships Act 2005, a period of at least 6 years has passed after the date of dissolution;

(e)

it is identical to the name of a limited partnership that was cancelled or dissolved —

(i)	unless, in a case where the registration of the limited partnership was cancelled under section 14(1) or 19(4) of the Limited Partnerships Act 2008, a period of at least one year has passed after the date of cancellation; or
(ii)	unless, in a case where notice was lodged with the Registrar of Limited Partnerships that the limited partnership was dissolved under section 19(2) of the Limited Partnerships Act 2008, a period of at least one year has passed after the date of dissolution; or

(f)

it is identical to the name of a VCC that was dissolved —

(i)	unless, in a case where the VCC was dissolved following its winding up under Part 11 of the VCC Act, a period of at least 2 years has passed after the date of dissolution; or
(ii)	unless, in a case where the VCC was dissolved following its name being struck off the register under section 344 or 344A of this Act as applied by section 130 of the VCC Act, a period of at least 6 years has passed after the date of dissolution. [36/2014; 40/2018; 44/2018]

(1B) Despite subsection (1), the Registrar may, on or after 3 January 2016, register a company under —

(a)

a name that is identical to the name of a foreign company registered under Division 2 of Part 11 —

(i)	in respect of which notice was lodged under section 377(1) that the foreign company has ceased to have a place of business in Singapore or ceased to carry on business in Singapore, if a period of at least 3 months has passed after the date of cessation; and
(ii)	the name of which was struck off the register under section 377(8), (9) or (10), if a period of at least 6 years has passed after the date the name was so struck off; or

(b)

a name that is identical to the name of a limited partnership in respect of which notice was lodged under section 19(1) of the Limited Partnerships Act 2008 that the limited partnership ceased to carry on business in Singapore, if a period of at least one year has passed after the date of cessation.

[36/2014]

(2) Despite anything in this section and section 28 (other than section 28(4)), where the Registrar is satisfied that the company has been registered (whether through inadvertence or otherwise and whether before, on or after 30 January 2006) by a name —

(a)	which is one that is not permitted to be registered under subsection (1)(a), (b) or (d);
(aa)	which is one that is not permitted to be registered under subsection (1A) until the expiry of the relevant period mentioned in that subsection;
(ab)	which is one that is permitted to be registered under subsection (1B) only after the expiry of the relevant period mentioned in that subsection;
(b)	which so nearly resembles the name of any other company, or any corporation, limited liability partnership, limited partnership or registered business name, as to be likely to be mistaken for it; or
(c)	the use of which has been restrained by an injunction granted under the Trade Marks Act 1998,

the Registrar may direct the firstmentioned company to change its name, and the company must comply with the direction within 6 weeks after the date of the direction or such longer period as the Registrar may allow, unless the direction is annulled by the Minister.

[36/2014]

(2A) Any person may apply, in writing, to the Registrar to give a direction to a company under subsection (2) on a ground referred to in that subsection; but the Registrar must not consider any application to give a direction to a company on the ground referred to in subsection (2)(b) unless the Registrar receives the application within 12 months from the date of incorporation of the company.

(2B) If the company fails to comply with subsection (2), the company and its officers shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.

(2C) [Deleted by Act 36 of 2014]

(2D) [Deleted by Act 36 of 2014]

(3) [Deleted by Act 36 of 2014]

(4) [Deleted by Act 36 of 2014]

(5) An appeal to the Minister against the following decisions of the Registrar that are made on or after 3 January 2016 may be made by the following persons within the following times:

(a)	in the case of the Registrar’s decision under subsection (2) — by the company aggrieved by the decision within 30 days after the decision; and
(b)	in the case of the Registrar’s refusal to give a direction to a company under subsection (2) pursuant to an application under subsection (2A) — by the applicant aggrieved by the refusal within 30 days after being informed of the refusal. [36/2014]

(5AA) The decision of the Minister on an appeal made under subsection (5) is final.

[36/2014]

(5A) To avoid doubt, where the Registrar makes a decision under subsection (2) or the Minister makes a decision under subsection (5), he or she must accept as correct any decision of the Court to grant an injunction referred to in subsection (2)(c).

(6) The Minister must cause a direction given by him or her under subsection (1) to be published in the Gazette.

(7) Subject to section 29, a limited company must have either “Limited” or “Berhad” as part of and at the end of its name.

(8) A private company must have the word “Private” or “Sendirian” as part of its name, inserted immediately before the word “Limited” or “Berhad” or, in the case of an unlimited company, at the end of its name.

(9) It is lawful to use and no description of a company is deemed inadequate or incorrect by reason of the use of —

(a)	the abbreviation “Pte.” in lieu of the word “Private” or the abbreviation “Sdn.” in lieu of the word “Sendirian” contained in the name of a company;
(b)	the abbreviation “Ltd.” in lieu of the word “Limited” or the abbreviation “Bhd.” in lieu of the word “Berhad” contained in the name of a company; or
(c)	any of such words in lieu of the corresponding abbreviation contained in the name of a company.

(10) A person may apply in the prescribed form to the Registrar for the reservation of a name set out in the application as —

(a)	the name of an intended company; or
(b)	the name to which a company proposes to change its name. [36/2014]

(11) A company must not be registered under section 19(3) and the Registrar must not approve the change of name of a company under section 28(2) unless the name which it is proposed to be registered or the proposed new name (as the case may be) has been reserved under subsection (12).

(12) The Registrar may approve an application made under subsection (10) only if the Registrar is satisfied that —

(a)	the application is made in good faith; and
(b)	the name to be reserved is one in respect of which a company may be registered having regard to subsections (1), (1A) and (1B). [36/2014]

(12A) The Registrar must refuse to approve an application to reserve a name under subsection (10) as the name of an intended company if the Registrar is satisfied that —

(a)	the name is for a company that is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore; or
(b)	it would be contrary to the national security or interest for the company to be registered. [36/2014]

(12B) Where an application for a reservation of a name is made under subsection (10), the Registrar must reserve the proposed name for a period starting at the time the Registrar receives the application and ending —

(a)	if the Registrar approves the application — 60 days after the date on which the Registrar notifies the applicant that the application has been approved, or such further period of 60 days as the Registrar may, on application made in good faith, extend; or
(b)	if the Registrar refuses to approve the application — on the date on which the Registrar notifies the applicant of the refusal. [36/2014]

(12C) A person aggrieved by a decision of the Registrar —

(a)	refusing to approve an application under subsection (10); or
(b)	refusing an application under subsection (12B)(a) to extend the reservation period,

may, within 30 days after being informed of the Registrar’s decision, appeal to the Minister whose decision is final.

[36/2014]

(13) If, at any time during a period for which a name is reserved, application is made to the Registrar for an extension of that period and the Registrar is satisfied as to the bona fides of the application, the Registrar may extend that period for a further period of 60 days.

[36/2014]

(14) [Deleted by Act 36 of 2014]

(15) The reservation of a name under this section in respect of an intended company or company does not in itself entitle the intended company or company to be registered by that name, either originally or upon change of name.

[36/2014]

(16) In this section and section 28, “registered business name” has the meaning given by section 2(1) of the Business Names Registration Act 2014.

[36/2014]

Change of name

28.—(1) A company may by special resolution resolve that its name should be changed to a name by which the company could be registered under section 27(1), (1A) or (1B).

[36/2014]

(2) If the Registrar approves the name which the company has resolved should be its new name, the Registrar must register the company under the new name and issue to the company a notice of incorporation of the company under the new name and, upon the issue of such notice, the change of name becomes effective.

(3) Despite anything in this section and section 27, if the name of a company is, whether through inadvertence or otherwise or whether originally or by a change of name —

(a)	a name that is not permitted to be registered under section 27(1)(a), (b) or (d);
(b)	a name that is not permitted to be registered under section 27(1A) until the expiry of the relevant period mentioned in that section;
(c)	a name that is permitted to be registered under section 27(1B) only after the expiry of the relevant period mentioned in that section;
(d)	a name that 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
(e)	a name the use of which has been restrained by an injunction granted under the Trade Marks Act 1998,

the company may by special resolution change its name to a name that is not referred to in paragraph (a), (b), (c), (d) or (e) and, if the Registrar so directs, must so change it within 6 weeks after the date of the direction or such longer period as the Registrar may allow, unless the direction is annulled by the Minister.

[36/2014]

(3AA) The Registrar must not direct a change of name under subsection (3) on the ground that the name of the company could not be registered without contravention of section 27(1)(c).

[36/2014]

(3A) Any person may apply in writing to the Registrar to give a direction to a company under subsection (3) on a ground referred to in that subsection; but the Registrar must not consider any application to give a direction to a company on the ground referred to in subsection (3)(d) unless the Registrar receives the application within 12 months from the date of change of name of the company.

[36/2014]

(3B) If the company fails to comply with subsection (3), the company and its officers shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.

(3C) [Deleted by Act 36 of 2014]

(3D) An appeal to the Minister against the following decisions of the Registrar that are made on or after 3 January 2016 may be made by the following persons within the following times:

(a)	in the case of the Registrar’s decision under subsection (3) — by the company aggrieved by the decision within 30 days after the decision;
(b)	in the case of the Registrar’s refusal to give a direction to a company under subsection (3) pursuant to an application under subsection (3A) — by the applicant aggrieved by the refusal within 30 days after being informed of the refusal. [36/2014]

(3DA) The decision of the Minister on an appeal made under subsection (3D) is final.

[36/2014]

(3E) To avoid doubt, where the Registrar makes a decision under subsection (3) or the Minister makes a decision under subsection (3DA), the Registrar or the Minister (as the case may be) must accept as correct any decision of the Court to grant an injunction referred to in subsection (3)(e).

[36/2014]

(4) Where the name of a company incorporated pursuant to any corresponding previous written law has not been changed since 29 December 1967, the Registrar must not, except with the Minister’s approval, exercise the Registrar’s power under subsection (3) to direct the company to change its name.

(5) Upon the application of a company and payment of the prescribed fee, the Registrar must issue to the company a certificate confirming the incorporation of the company under the new name.

[36/2014]

(6) A change of name pursuant to this Act does not affect the identity of the company or any rights or obligations of the company or render defective any legal proceedings by or against the company, and any legal proceedings that might have been continued or commenced by or against it by its former name may be continued or commenced by or against it by its new name.

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