Singapore legislation

Clause 21

Name of VCC

(1)

Except with the consent of the Minister or as provided in subsection (3), the Registrar must refuse to register a VCC under a name which, in the opinion of the Registrar —

(a)

is undesirable;

(b)

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

(c)

is identical to a name reserved under any of the following:

(i)

section 27(12B) or 378(15) of the Companies Act;

(ii)

section 27(12B) of that Act as applied by section 357(2) of that Act;

(iii)

section 27(12B) of that Act as applied by subsection (8);

(iv)

section 27(12B) of that Act as applied by section 133(2);

(v)

section 16 of the Business Names Registration Act 2014 (Act 29 of 2014);

(vi)

section 19(4) of the Limited Liability Partnerships Act (Cap. 163A);

(vii)

section 17(4) of the Limited Partnerships Act (Cap. 163B); or

(d)

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 (except with the consent of the Minister) refuse to register a VCC under a name if —

(a)

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

(i)

in a case where the VCC or company was dissolved following its winding up under Part 11, or Part X of the Companies Act (as the case may be), a period of at least 2 years has passed after the date of dissolution; or

(ii)

in a case where the VCC or company was dissolved following its name being struck off the register under section 344 or 344A of the Companies Act as applied by section 130, or section 344 or 344A of the Companies Act (as the case may be), 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 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;

(c)

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, unless a period of at least 2 years has passed after the date of dissolution;

(d)

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

(i)

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

(ii)

in a case where the limited liability partnership was dissolved following its name being struck off the register under section 38 of the Limited Liability Partnerships Act, a period of at least 6 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, unless —

(i)

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

(ii)

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 register a VCC —

(a)

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

(i)

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

under 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)

Despite this section and section 28 of the Companies Act as applied by subsection (8), where the Registrar is satisfied that the VCC has been registered (whether through inadvertence or otherwise) by a name —

(a)

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

(b)

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

(c)

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

(d)

which so nearly resembles the name of any other VCC or any company, corporation, limited liability partnership or limited partnership, or any registered business name, as to be likely to be mistaken for it; or

(e)

the use of which has been restrained by an injunction granted under the Trade Marks Act (Cap. 332),the Registrar may direct the firstmentioned VCC to change its name, and the VCC must 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 on appeal by the Minister.

(5)

The Minister must cause a direction made under subsection (1)(d) to be published in the Gazette.

(6)

Subject to section 5, section 27(2A) to (5A) of the Companies Act applies for the purposes of subsection (4) as it applies for the purposes of section 27(2) of that Act, and for this purpose —

(a)

a reference to a ground in section 27(2) of the Companies Act is to a ground in subsection (4);

(b)

the reference in section 27(5) of the Companies Act to the date of commencement of section 22 of the Companies (Amendment) Act 2014 is to the date of commencement of this Act; and

(c)

the reference in section 27(5A) of the Companies Act to an injunction in section 27(2)(c) of that Act is to an injunction in subsection (4)(e).

(7)

A VCC must have “VCC” as part of and at the end of its name.

(8)

Sections 27(10) to (15) and 28 of the Companies Act apply in relation to a VCC or an intended VCC as they apply in relation to a company or an intended company, subject to section 5 and the following modifications:

(a)

a reference in section 27(11) of the Companies Act to section 19(3) of that Act is to section 16(4) of this Act;

(b)

a reference in sections 27(12) and 28 of the Companies Act to section 27(1), (1A) and (1B) of that Act is to subsections (1), (2) and (3), respectively;

(c)

the reference in section 28(3)(a) of the Companies Act to section 27(1)(a), (b) and (d) of that Act is to subsection (1)(a), (b) and (d), respectively;

(d)

the reference in section 28(3)(d) of the Companies Act to the name of another company is to the name of another VCC or a company;

(e)

the reference in section 28(3AA) of the Companies Act to section 27(1)(c) of that Act is to subsection (1)(c);

(f)

the reference in section 28(3D) of the Companies Act to the date of commencement of section 23 of the Companies (Amendment) Act 2014 is to the date of commencement of this Act;

(g)

subsection (4) of section 28 of the Companies Act is omitted.

(9)

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

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