17.—(1) Except with the consent of the Minister or as provided in subsection (3), the Registrar must refuse to register a person under this Act to carry on business under a business name, or refuse to approve a change of registered business name under section 18 to a business name, which in the opinion of the Registrar —| (a) | is undesirable; | | (b) | is identical to that of any other registered business name, or the name of any corporation or limited partnership; | | (c) | is identical to a name that is reserved under section 16 of this Act, section 27(12B) or 378(15) of the Companies Act (Cap. 50), section 19(4) of the Limited Liability Partnerships Act (Cap. 163A) or section 17(4) of the Limited Partnerships Act (Cap. 163B); or | | (d) | is a name of a kind that the Minister has directed the Registrar, by notification in the Gazette, not to accept for registration. |
(2) In addition to subsection (1), the Registrar must, except with the consent of the Minister, refuse to register a person (A) under a business name, or refuse to allow A to change A’s registered business name to a business name, if —| (a) | it is identical to the business name of a person (B) whose registration and registration of that business name has been cancelled under this Act or has ceased under section 22, unless a period of at least one year has passed after the date of cancellation or cessation; | | (b) | 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 Part X of the Companies Act, 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 kept under the Companies Act under section 344 or 344A of that Act, a period of at least 6 years has passed after the date of dissolution; |
| | (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) of the Companies Act, 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 30 of, and the Fifth Schedule to, the Limited Liability Partnerships Act, 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 38 of the Limited Liability Partnerships Act, a period of at least 6 years has passed after the date of dissolution; or |
| | (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, 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, a period of at least one year has passed after the date of dissolution. |
|
|
(3) Despite subsection (1), the Registrar may register a person under —| (a) | a business name that is identical to the name of a foreign company registered under Division 2 of Part XI of the Companies Act —| (i) | in respect of which notice was lodged under section 377(1) of the Companies Act 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 the Companies Act under section 377(8), (9) or (10) of that Act, if a period of at least 6 years has passed after the date the name was so struck off; or |
| | (b) | a business 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 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. |
|
(4) Despite this section and section 18, where the Registrar is satisfied that a person’s registered business name —| (a) | is one that is not permitted to be registered under subsection (1)(a), (b) or (d); | | (b) | is one that is not permitted to be registered under subsection (2) until the expiry of the relevant period referred to in that subsection; | | (c) | is one that is permitted to be registered under subsection (3) only after the expiry of the relevant period referred to in that subsection; | | (d) | so nearly resembles the name of any corporation or limited partnership, or any registered business name, as to be likely to be mistaken for it; or | | (e) | is one the use of which has been restrained by an injunction granted under the Trade Marks Act (Cap. 332), |
| the Registrar may direct the person to change the person’s registered business name, and the person must comply with the direction within 6 weeks after the date of the direction or such longer period as the Registrar may allow in any case. |
|
(5) The Registrar’s power under subsection (4) to direct a person to change the person’s registered business name applies regardless of —| (a) | whether the person’s business name was registered through inadvertence or otherwise; or | | (b) | when the person was registered, or treated as being registered, in respect of the business name. |
|
| (6) Any person may apply, in writing, to the Registrar to give a direction to any other person, on a ground referred to in subsection (4), to change that other person’s registered business name. |
| (7) The Registrar is not to consider any application under subsection (6) to give a direction to a person on the ground referred to in subsection (4)(d) unless the Registrar receives the application within 12 months after the date the person was registered in respect of the business name, or the date the change of registered business name was approved under section 18. |
| (8) The Registrar may cancel the registration of a person and the person’s business name if the person fails to comply with a direction given under subsection (4). |
(9) A person aggrieved by —| (a) | a direction of the Registrar under subsection (4); or | | (b) | the Registrar’s refusal to give a direction to a person under subsection (4) following an application under subsection (6), |
| may, within 30 days after being informed of the Registrar’s direction or refusal, as the case may be, appeal to the Minister whose decision is final. |
|
| (10) To avoid doubt, where the Registrar makes a direction under subsection (4) or the Minister makes a decision on an appeal under subsection (9), the Registrar or the Minister, as the case may be, must accept as correct any decision of the High Court to grant an injunction referred to in subsection (4)(e). |
|
