Choosing a Name for Your Singapore Start-Up
Selecting a name is an important decision when setting up a new company. The image a business wants to create is reflected through its name. Registration of the company name will also protect the name and no other company will be allowed to use the same registered name.
This article will outline the relevant sections of the Companies Act in Singapore, along with applicable naming rules and procedures which are required to be followed when deciding the name of a company. The name reservation application is done electronically through Bizfile. The process of reserving a company name is described in the detailed guide for incorporating a Singapore company.
Unacceptable Names
The choice of a company name is governed by Section 27(1) of the Companies Act (2006). Section 27 highlights that the Registrar, except if the Minister consents, will refuse to register a name of the company if it is:
Undesirable (if it is obscene and includes religious names)
Identical to any registered name of a company, corporation, business, partnership, limited liability partnership
Identical to any reserved name as per the Business Registration Act 2014, Limited Liability Partnership Act or Limited Partnership Act
Not accepted by the Registrar as per the directions of the Minister.
When Can a Company Register Identical Names?
A company that wishes to reserve names that are identical to the names of inactive older companies, businesses, limited partnerships and limited liability partnerships can do so only after a certain period of time has passed from the date of their dissolution or cancellation. Section 22 of the Companies (Amendment) Act 2014 states that the Registrar will refuse to register an identical name of the company in the following cases:
| If the Name Is Identical to a | Unless |
|---|---|
| Company that is dissolved | (a) 2 years have passed from the date of dissolution following the winding up of the company or (b) 6 years have passed from the date of dissolution following the name of the company being struck off the register. |
| Cancelled business name whose registration has also been cancelled or business ceased to exist (Business Names Registration Act 2014) | 1 year has passed from the date or cancellation/cessation |
| Foreign company name which has given a dissolution notice to the Registrar | 2 years have passed from the date of dissolution |
| Limited liability partnership name that is dissolved |
2 years have passed from the date of dissolution in the case of winding up 6 years have passed after the date of dissolution in the case of its name being struck off the register |
| Limited partnership name that is dissolved or cancelled | 1 year has passed from the date of cancellation/dissolution |
The aforementioned timeline is to be followed by companies who wish to register identical names. The Singapore Companies (Amendment) Act 2014 incorporated several other changes apart from the naming rules.
Rules to Determine Identical Names
The Companies (Identical Names) Regulation 2015 came into effect from January 3, 2016. The regulations were enacted to set out rules to determine whether the names of any proposed company is identical to the name of a company, limited partnership, limited liability partnership, business, foreign company.
When determining whether two names are identical, the following parts of the names shall be disregarded:
Where “The” is the first word in the name.
Following words appearing at the end of the name – “Berhad”, “Bhd”, “Limited”, “Ltd”, “Limited Liability Partnership” , “LLP”, “Limited Partnership”, “LP”, “Private”, “Pte”, “Public Accounting Corporation”, “PAC”, “Sendirian”, “Sdn”.
Following words appearing at the end of the name – “Asia”, “Asia Pacific”, “Associates”, “company”, “and company”, “corporation”, “Group”, “Holding”, “Holdings”, “Incorporated”, “International”, “Partner”, “Partners”, “Partnership”, “Partnerships”, “Singapore”, “South Asia”, “South East Asia”, “Trading”, “Worldwide”, “.co”, “.com”, “.edu”, “.gov”, “.net”, “.org”, “.sg”
Any word which the Registrar considers to be a representation of the above words and expressions.
Plural of any name.
Type and case of letters, the spacing between the letters, punctuation marks.
“&” has the same meaning as “and” therefore when comparing names the words “&” and “and” shall be considered to be the same.
Following are a few examples of names which are considered identical as per the above rules:
| Existing Name | Proposed Name |
|---|---|
| “Flying Dutchman Pte. Ltd. “ | “The Flying Dutchman Pte. Ltd.” |
| “Siegfried Pte. Ltd.” | “Siegfried LLP” |
| “Tristan & Isolde Pte. Ltd.” | “Tristan and Isolde Pte. Ltd.” |
These examples show that even though certain words such as “The”, “LLP” and “and” change the name of the company, they are disregarded as per the rules in testing the identical and similar names. Merely using different words, or adding words in an already existing company name does not qualify it to be used as a new name.
Lodging a Name Complaint
ACRA provides a facility to lodge a complaint against a company in case the name is:
Similar to a registered existing name.
Identical to a registered name.
Undesirable in nature.
Not to be accepted by the Registrar as per the Minister’s direction.
Example of a similar name- “The Patissier” and “The Patisserie Cakes”
Example of an identical name – “Tristan and Isolde Pte Ltd” and “Tristan & Isolde Pte Ltd”.
The procedure to Lodge the complaint is as follows.
STEP 1: WRITTEN COMPLAINT
A written complaint must be prepared by the complainant against the entity stating the following details:
Name and address of the entity
Registration number of the business
Business type
How the name is confusing or similar
Evidence, if any,
The complaint shall be made within a period of 12 months from the date of registration or incorporation of the target entity.
STEP 2: ATTACH ALL NECESSARY DOCUMENTS
The documents supporting the complaint such as letter, emails etc sent to the incorrect entity due to the confusion in name and any correspondence between the two parties (complainant and respondent) shall be attached.
STEP 3: ACRA REVIEW AND RESPONSE
The name complaint has to be submitted to ACRA in writing. ACRA will then review the complaint and all the factual information desired to resolve the issue and make a decision.
The Registrar considers the following factors in deciding whether, as per the complaint, the target company should change its name or not:
Resemblance of both the names and the number of identical words in each of the names.
Business activities of the complainant and the target company.
The actual evidence submitted by the complainant and its relevance.
Whether the complainant is under the process of enforcement of its intellectual property rights.
If the complainant’s entity is registered with ACRA. The Registrar is more likely to change the name of the target company if the complainant company is registered.
Conclusion
A company cannot be incorporated without a name and deciding a name and reserving it is one of the first steps. The name of your company should be selected after careful observation of the rules of the Companies Act. You should also consider the identical name regulations to avoid any confusion at a later stage. If the name selected is not in line with the law and regulation, it will either be rejected in the first place, or complained against as per the procedures provided by ACRA.
