Clause 165

Except with the consent of the Minister or as provided in subsection (2), the Registrar must refuse to register a foreign company under a name, whether on its registration or by a subsequent change of name, under which the company is to carry on business in Singapore that, in the opinion of the Registrar —

is undesirable;

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

is identical to a name reserved under subsection (15) and section 27(12B) of this Act, section 16 of the Business Names Registration Act 2014, section 19(4) of the Limited Liability Partnerships Act (Cap. 163A) or section 17(4) of the Limited Partnerships Act (Cap. 163B); or

is a name, or is a name of a kind that the Minister has directed the Registrar not to accept for registration.(2) In addition to subsection (1), the Registrar must, on or after the date of commencement of section 165 of the Companies (Amendment) Act 2014, except with the consent of the Minister, refuse to register a foreign company under a name, if —

it is identical to the name of a company that was dissolved —

unless, in a case where the company was dissolved following its winding up under Part X, a period of at least 2 years has passed after the date of dissolution; or

unless, in a case where the company was dissolved following its name being struck off the register under section 344 or 344A, a period of at least 6 years has passed after the date of dissolution;

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 had ceased under section 22 of that Act, unless a period of at least one year has passed after the date of cancellation or cessation;

it is identical to the name of a foreign company notice of the dissolution of which has been given to the Registrar under section 377(2), unless a period of at least 2 years has passed after the date of dissolution;

it is identical to the name of a limited liability partnership that was dissolved —

unless, in a case where the limited liability partnership was dissolved following its winding up under section 30 of, and the Fifth Schedule to, the Limited Liability Partnerships Act, a period of at least 2 years has passed after the date of dissolution; or

unless, in a case where the limited liability partnership was dissolved following its name being struck off the register kept under section 38 of the Limited Liability Partnerships Act, a period of at least 6 years has passed after the date of dissolution; or

it is identical to the name of a limited partnership that was cancelled or dissolved —

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, a period of at least one year has passed after the date of cancellation; or

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, a period of at least one year has passed after the date of dissolution.(3) Despite subsection (1), the Registrar may, on or after the date of commencement of section 165 of the Companies (Amendment) Act 2014, register a foreign company under —

a name that is identical to the name of a foreign company registered under Division 2 of Part XI —

in respect of which notice was lodged under section 377(1) 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

the name of which was struck off the register under section 377(8), (9) or (10), if a period of at least 6 years has passed after the date the name was so struck off; and

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 that the limited partnership ceased to carry on business in Singapore, if a period of at least one year has passed after the date of cessation.(4) No foreign company to which this Division applies shall use in Singapore any name other than —

the name under which the foreign company is registered under this Division; and

if the foreign company is registered under the Business Names Registration Act 2014, a business name in respect of which the foreign company is registered under section 8 of that Act.(5) Despite this section, where the Registrar is satisfied that a foreign company has been registered (whether through inadvertence or otherwise or whether on its registration or by a subsequent change of name) by a name —

which is one that is not permitted to be registered under subsection (1)(a), (b) or (d);

which is one that is not permitted to be registered under subsection (2) until the expiry of the relevant period referred to in that subsection; or

which is one that is permitted to be registered under subsection (3) only after the expiry of the relevant period referred to in that subsection,the Registrar may direct the foreign 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.(6) Any person may apply, in writing, to the Registrar to give a direction to a foreign company under subsection (5) on a ground referred to in that subsection.(7) If the foreign company fails to comply with subsection (4), the company and every officer of the company who is in default and every authorised representative of the company who knowingly and wilfully authorises or permits the default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.(8) In this section, “registered business name” has the same meaning as in section 2(1) of the Business Names Registration Act 2014.(9) An appeal to the Minister against the following decisions of the Registrar that are made on or after the date of commencement of section 165 of the Companies (Amendment) Act 2014 may be made by the following persons within the following times:

in the case of the Registrar’s decision under subsection (5), by the foreign company aggrieved by the decision within 30 days after the decision; and

in the case of the Registrar’s refusal to give a direction to a foreign company under subsection (5) pursuant to an application under subsection (6), by the applicant aggrieved by the refusal within 30 days after being informed of the refusal.(10) The Minister shall cause a direction given by him under subsection (1)(d) to be published in the Gazette.(11) 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 under which a foreign company proposes to be registered, either originally or upon change of name.(12) A foreign company shall not be registered, whether on its initial registration or by a subsequent change of name, by a name unless the name has been reserved under subsection (15).(13) The Registrar may approve an application made under subsection (11) only if the Registrar is satisfied that —

the application is made in good faith; and (b)the name to be reserved is one in respect of which a foreign company may be registered having regard to subsections (1), (2) and (3).(14) The Registrar must refuse to approve an application to reserve a name under subsection (11) if the Registrar is satisfied that —

the foreign company is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore; or

it would be contrary to the national security or interest for the foreign company to be registered.(15) Where an application for a reservation of a name is made under subsection (11), the Registrar must reserve the proposed name for a period starting at the time the Registrar receives the application and ending —

if the Registrar approves the application, 60 days after the date on which the Registrar notifies the applicant that the application has been approved, or such further period of 60 days as the Registrar may, on application made in good faith, extend; or

if the Registrar refuses to approve the application, on the date on which the Registrar notifies the applicant of the refusal.(16) A person aggrieved by a decision of the Registrar —

refusing to approve an application under subsection (11); or

refusing an application under subsection (15)(a) to extend the reservation period,may, within 30 days after being informed of the Registrar’s decision, appeal to the Minister whose decision is final.(17) The reservation of a name under this section in respect of a foreign company does not in itself entitle the foreign company to be registered by that name, either originally or upon change of name.”.