2.2 company names (singapore)

1. The Issue of Company Names in
Corporate Registries -
The Singapore Experience
Leonard Goh
ACRA, Singapore
20 April 2010
1

2. NAME RESERVATIONS
AND INCORPORATIONS
•Company name reservations and applications to
incorporate companies are done electronically.
•Name application approved within 15 minutes and
incorporation within 15 minutes.
•First step to incorporate a company is to reserve a
company name (cost = S$15)
2

3. NO. OF NAME APPLICATIONS RECEIVED
3
FY 08/09 –Total 57,633
Companies -29,761
All Others -27,872
FY 09/10–Total 60,172
Companies -32,498
All Others -27,674

4. LAW ON COMPANY NAMES
•Our electronic system (Bizfile) will automatically reject
applications to reserve names which are:
–undesirable (eg. obscene words);
–of a kind the Minister has directed us not to accept
for registration (Gazetted Names) ; or
–identical to that of any other company, limited
liability partnership, or corporation, or to a business
name.
4

5. LAW ON COMPANY NAMES –
Identical Names
•"What's in a name? That which we call a rose by any
other name would smell as sweet.“
- Shakespeare’s Romeo & Juliet
Modern Adaptation:
•What's in a name? That which we call "identical“ by
any other name would still be "identical”.
- Companies (Identical Names) Rules
5

6. LAW ON COMPANY NAMES –
Identical Names
•The Companies (Identical Names) Rules states we are
to disregard certain words when deciding if 2 names
are identical, eg.
–“The” if it is the first word of the name.
–The following words appearing at the end of a name
(unless the companies are related):
“company”, “and company”, “corporation”,
“Incorporated”, “Asia”, “Asia Pacific”, “International”,
“Singapore”, “South Asia”, “South East Asia” and
“Worldwide”
6

7. LAW ON COMPANY NAMES –
Identical Names (cont’d)
•For eg, we will reject names in the right column as
they are deemed identical to the corresponding
names in the left column:
7
Incumbent Name New Name
Flying Dutchman Pte. Ltd.The Flying Dutchman Pte. Ltd.
Parsifal Pte. Ltd. Parsifal Asia Pacific Pte. Ltd.
Tristan and Isolde Pte.
Ltd.
Tristan and Isolde International
Pte. Ltd.

8. LAW ON COMPANY NAMES –
Other Grounds to Direct A Name Change
•We also have power to direct a company to change its
name after incorporation if:
–the court has granted an injunction under the Trade
Marks Act forbidding its use, or
–its name “so nearly resembles the name of another
company or corporation or a business name as to
be likely to be mistaken for it”
8

9. LAW ON COMPANY NAMES –
“so nearly resembles the name of another company …
as to be likely to be mistaken for it”
•Complainants must make an application on this ground
within 1 year after Target company was incorporated.
•Since 13 Jan 2003, the law no longer requires us to do pre-
incorporation checks (ie. when an applicant applies to
reserve a company name) for names which “so nearly
resemble” names already on our register. This is to speed
up incorporation of companies.
9

10. LAW ON COMPANY NAMES –
“so nearly resembles the name of another company …
as to be likely to be mistaken for it” (cont’d)

GMP Recruitment Services (S) Pte. Ltd. v Registrar of
Companies (OS 1179/2008)
Plaintiff: GMP Recruitment Services (S) Pte. Ltd.
Target: Global Manpower (GMP) Services Pte. Ltd.
•We rejected Plaintiff’s application to direct Target to change its
name. Plaintiff appealed to court.
•Issue was whether Target’s name: “so nearly resembles the
name of [the Plaintiff’s] as to be likely to be mistaken for it”
10

11. LAW ON COMPANY NAMES –
“so nearly resembles the name of another company …
as to be likely to be mistaken for it” (cont’d)
Plaintiff: GMP Recruitment Services (S) Pte. Ltd.
Target: Global Manpower (GMP) Services Pte. Ltd.
•Plaintiff’s main arguments in court:
–A significant number of people thought the Target was part
of the Plaintiff’s group of companies (the Plaintiff had
commissioned a survey in this regard).
–Plaintiff had registered “GMP” as a trade mark
(but Plaintiff had not obtained a court injunction restraining
Target from using “GMP”).
11

12. LAW ON COMPANY NAMES –
“so nearly resembles the name of another company …
as to be likely to be mistaken for it” (cont’d)
Plaintiff: GMP Recruitment Services (S) Pte. Ltd.
Target: Global Manpower (GMP) Services Pte. Ltd.
•The High Court dismissed the Plaintiff’s appeal. It held
that the provision:
–only covered likelihood of the Target being mistaken for the
Plaintiff itself, and
–excluded likelihood of the Target being mistaken as part of
the Plaintiff's group of companies.
12

13. LAW ON COMPANY NAMES –
“so nearly resembles the name of another company …
as to be likely to be mistaken for it” (cont’d)
•Some factors we consider whether to direct a name
change:
–how closely the 2 names resemble each other
–are the 2 companies in the same business activities
–have there been actual instances of confusion
–is the complainant actually using such applications to
enforce its IP rights
13

14. NO. OF NAME COMPLAINTS RECEIVED
14
Since 2008, there have been 2 appeals to the Minister and 1
appeal to the court against our decisions. The Minister is
still considering 1 appeal. The other 2 appeals were
dismissed.

15. WHAT’S IN A COMPANY NAME –
Conclusion
•Important that applicants choose a suitable company
name with care
•Some of our measures to help applicants choose a
registrable company name:
–Provide a free directory search of the names of all entities
registered with us.
–No charge if we reject an application to reserve a name
which is undesirable, identical to that of any other company,
or one the Minister has directed the Registrar not to accept.
15

16. The End
16