Companies Act · 2021 Revised Edition · Part · Incorporation of Companies and Matters Incidental Thereto
22. Change of name
Official textFrom Attorney General's Chambers, unchanged
A company may, by special resolution and with the prior approval of the Registrar signified in writing, change its name.
If the Registrar approves the name which the company has resolved should be its new name, he shall 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 shall become effective.
Registrar
"Registrar" means the Registrar of Companies appointed under section 288, and includes any Deputy Registrar or Assistant Registrar;
If the name of a company is (whether through inadvertence or otherwise and whether originally or by change of name) a name by which the company could not be registered without contravention of section 20(1)
and (2), the company may by special resolution change its name to a name by which the company could be registered without contravention of that subsection and, if the Registrar directs, shall so change it within 6 weeks after the date of the direction or such longer period as the Registrar allows.
Companies
CAP. 39 45
Where a licence granted in pursuance of section 21 to a company the name of which contains the words "Chamber of Commerce" is revoked, the company shall, within a period of 6 weeks from the date of the revocation or such longer period as the Registrar may think fit to allow, change its name to a name which does not contain those words. If a company makes default in complying with the requirements of this subsection, it is guilty of an offence and liable on conviction to a fine of $250 for every day during which the default continues.
Any person may apply in writing to the Registrar to give a direction to a company under section 20(1) and (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 section 20(1) and (2)
unless the Registrar receives the application within 12 months from the date of change of name of the company.
If the company fails to comply with subsection (2), the company and every officer is guilty of an offence and liable on conviction to a fine not exceeding $2,000 and a default fine.
officer
"officer", in relation to a corporation, includes - (a) any director or secretary of the corporation or a person employed in an executive capacity by the corporation; @) a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and (c) any liquidator of a company appointed in a voluntary winding up, but does not include - (i) any receiver who is not also a manager; (ii) any receiver and manager appointed by the Court; (iii) any liquidator appointed by the Court or by the creditors; and (iv) an Executive Manager appointed by the Minister under section 230(1) of the Insolvency Order, 2016 (S 112016);
Upon the application of a company and payment of the prescribed fee, the Registrar shall issue to the company a certificate, under his hand and seal, confirming the incorporation of the company under the new name.
The 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.
MEMORANDUM AND ARTICLES
memorandum
"memorandum" means the memorandum of association of a company, as originally framed or as altered in pursuance of any written law;
Terms defined in s 2
articles
Defined · s 2"articles" means the articles of association of a company, as originally framed or as altered by special resolution, including, so far as they apply to the company, the regulations contained in Table A in Schedule 1;
default fine
Defined · s 2"default fine" means a default fine within the meaning of section 3 14;
memorandum
Defined · s 2"memorandum" means the memorandum of association of a company, as originally framed or as altered in pursuance of any written law;
officer
Defined · s 2"officer", in relation to a corporation, includes - (a) any director or secretary of the corporation or a person employed in an executive capacity by the corporation; @) a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and (c) any liquidator of a company appointed in a voluntary winding up, but does not include - (i) any receiver who is not also a manager; (ii) any receiver and manager appointed by the Court; (iii) any liquidator appointed by the Court or by the creditors; and (iv) an Executive Manager appointed by the Minister under section 230(1) of the Insolvency Order, 2016 (S 112016);
Registrar
Defined · s 2"Registrar" means the Registrar of Companies appointed under section 288, and includes any Deputy Registrar or Assistant Registrar;
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Management and Administration Registered Office and Name
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Restrictions on Sale of Shares and Offers of Shares for Sale
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