—(1) Except with the consent of the Minister, a company shall not be registered by a name that in the opinion of the Registrar —
is identical to that of any other company, limited liability partnership or corporation, or to a business name; or
[Deleted by Act 12 of 2002]
is a name of a kind that the Minister has directed the Registrar not to accept for registration.
[15/84; 12/2002; 5/2005]
(2) Notwithstanding 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 30th January 2006) by a name —
which is referred to in subsection (1);
which so nearly resembles the name of another company or corporation or a business name as to be likely to be mistaken for it; or
the use of which has been restrained by an injunction granted under the Trade Marks Act (Cap. 332),
the Registrar may direct the first-mentioned company to change its name, and the company shall 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.
(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 shall 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) The Registrar may, if he is satisfied that the company to which the direction under subsection (2) was given had applied for registration under that name in bad faith, require the company to pay the Registrar such fees as may be prescribed by the Minister, and such fees shall be recoverable as a debt due to the Government.
(2D) The Registrar may, by publication in the Gazette, make such rules as he considers appropriate for the purposes of determining the matters referred to in subsections (1) and (2).
(3) In this section and section 28, “business name” has the meaning assigned to that expression in the Business Registration Act (Cap. 32).
(4) For the purpose of subsection (2), the reference to a corporation therein shall include a reference to a corporation whether or not it is registered under Division 2 of Part XI.
(5) A company aggrieved by the decision of the Registrar under subsection (2) or (2C) may within 30 days of the date of the decision appeal to the Minister whose decision shall be final.
(5A) For the avoidance of doubt, where the Registrar makes a decision under subsection (2) or the Minister makes a decision under subsection (5), he shall accept as correct any decision of the Court to grant an injunction referred to in subsection (2)(c).
(6) The Minister shall cause a direction given by him under subsection (1) to be published in the Gazette.
(7) Subject to section 29, a limited company shall have either “Limited” or “Berhad” as part of and at the end of its name.
(8) A private company shall 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 shall be lawful to use and no description of a company shall be deemed inadequate or incorrect by reason of the use of —
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;
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
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 —
the name of an intended company;
the name to which a company proposes to change its name; or
the name under which a foreign company proposes to be registered, either originally or upon change of name.
(11) A company shall not be registered under section 19(3) and the Registrar shall 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) If the Registrar is satisfied as to the bona fides of the application and that the proposed name is a name by which the intended company, company or foreign company could be registered —
without contravention of subsection (1) in the case of a company (whether originally or upon change of name); and
without contravention of section 378 in the case of a foreign company (whether originally or upon change of name),
he shall reserve the proposed name for a period of 2 months from the date of the lodging of the application.
(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, he may extend that period for a further period of 2 months.
(14) During a period for which a name is reserved, no company (other than the intended company or company in respect of which the name is reserved) shall be registered under this Act, whether originally or upon change of name, under the reserved name.
(15) The reservation of a name under this section in respect of an intended company, company or foreign company does not in itself entitle the intended company, company or foreign company to be registered by that name, either originally or upon change of name.
[UK, 1948, s. 17; Aust., 1961, s. 22]