Singapore legislation

Section 24

of Limited Liability Partnerships Act 2005

Section 24

Restrictions on registration of limited liability partnership names

Amended by35/201415/201735/201440/201835/201435/201435/201435/201435/201435/201435/201435/201440/201935/2014

(1)

Except with the consent of the Minister or as provided in subsection (3), the Registrar must refuse to register a limited liability partnership under this Act under a name, or to approve a change of name of a limited liability partnership under section 25 to a name, which, in the opinion of the Registrar —

(a)

is undesirable;

(b)

is identical to the name of any other limited liability partnership, a limited partnership or a corporation, or to a registered business name;

(c)

is identical to a name that is reserved under —

(i)

section 23;

(ii)

section 16 of the Business Names Registration Act 2014;

(iii)

section 17(4) of the Limited Partnerships Act 2008; or

(iv)

section 27(12B), section 27(12B) as applied by section 357(2), or section 378(15) of the Companies Act 1967; 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.

Amended by35/201415/2017

(2)

In addition to subsection (1), the Registrar must on or after 3 January 2016, except with the consent of the Minister, refuse to register a limited liability partnership under a name, or allow a limited liability partnership to change its name to a name, if —

(a)

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 39 and the Fifth Schedule, 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 63, a period of at least 6 years has passed after the date of dissolution; (b)it is identical to the business name of a person whose registration and registration of that business name has been cancelled under the Business Names Registration Act 2014 or whose business has ceased under section 22 of that Act, unless a period of at least one year has passed after the date of cancellation or cessation;

(c)

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 8 of the Insolvency, Restructuring and Dissolution Act 2018, 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 1967 under section 344 or 344A of that Act, a period of at least 6 years has passed after the date of dissolution;

(d)

it is identical to the name of a foreign company notice of the dissolution of which has been given to the Registrar of Companies under section 377(2) of the Companies Act 1967, unless a period of at least 2 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 2008, 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 2008, a period of at least one year has passed after the date of dissolution.

Amended by35/201440/2018

(3)

Despite subsection (1), the Registrar may, on or after 3 January 2016, register a limited liability partnership under —

(a)

a name that is identical to the name of a foreign company registered under Division 2 of Part 11 of the Companies Act 1967 —

(i)

in respect of which notice was lodged under section 377(1) of the Companies Act 1967 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 kept under the Companies Act 1967 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 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 2008 that the limited partnership ceased to carry on business, if a period of at least one year has passed after the date of cessation.

Amended by35/2014

(4)

Despite this section and section 25, where the Registrar is satisfied that a limited liability partnership’s 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 mentioned in that subsection;

(c)

is one that is permitted to be registered under subsection (3) only after the expiry of the relevant period mentioned in that subsection;

(d)

so nearly resembles the name of any other limited liability partnership, any limited partnership or corporation 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 1998,the Registrar may direct the limited liability partnership to change its name, and the limited liability partnership 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.

Amended by35/2014

(5)

The Registrar’s power under subsection (4) to direct a limited liability partnership to change its name applies regardless of —

(a)

whether the limited liability partnership’s name was registered through inadvertence or otherwise; or

(b)

when the limited liability partnership was registered in respect of the name.

Amended by35/2014

(6)

Any person may apply, in writing, to the Registrar to give a direction to any limited liability partnership, on a ground referred to in subsection (4), to change the limited liability partnership’s name.

Amended by35/2014

(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 limited liability partnership was registered in respect of the name, or the date the change of the limited liability partnership’s name was approved under section 25.

Amended by35/2014

(8)

Any limited liability partnership which fails to comply with a direction given under subsection (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and, in the case of a continuing offence, to a further fine not exceeding $200 for every day or part of a day during which the offence continues after conviction.

Amended by35/2014

(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.

Amended by35/2014

(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 General Division of the High Court to grant an injunction mentioned in subsection (4)(e).

Amended by35/201440/2019

(11)

In this section, “registered business name” has the meaning given by section 2(1) of the Business Names Registration Act 2014.[19A

Amended by35/2014
Section 24 — Limited Liability Partnerships Act 2005