Companies Act 1967 · 2020 Revised Edition · Part 3 · Constitution of Companies
28. Change of name
Last amended by an amending law of 2014.
Official textFrom Singapore Statutes Online, unchanged
A company may by special resolution resolve that its name should be changed to a name by which the company could be registered under section 27(1), (1A) or (1B).
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
If the Registrar approves the name which the company has resolved should be its new name, the Registrar must register the company under the new name and issue to the company a notice of incorporation of the company under the new name and, upon the issue of such notice, the change of name becomes effective.
Registrar
“Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies;
Despite anything in this section and section 27, if the name of a company is, whether through inadvertence or otherwise or whether originally or by a change of name —
name
“full name” or “name” means —(a)in the case of an individual registered under the National Registration Act 1965 — the name as it appears in the latest identity card issued to that individual under section 9 of that Act; or(b)in the case of an individual not registered under the National Registration Act 1965 — the name as it appears in the latest passport issued to that individual or such other similar evidence of identification as is available;
a name that is not permitted to be registered under section 27(1)(a), (b) or (d);
a name that is not permitted to be registered under section 27(1A) until the expiry of the relevant period mentioned in that section;
a name that is permitted to be registered under section 27(1B) only after the expiry of the relevant period mentioned in that section;
a name that so nearly resembles the name of another company, or a corporation, limited liability partnership, limited partnership or a registered business name of any person as to be likely to be mistaken for it; or
a name the use of which has been restrained by an injunction granted under the Trade Marks Act 1998,the company may by special resolution change its name to a name that is not referred to in paragraph (a), (b), (c), (d) or (e) and, if the Registrar so directs, must so change it 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.
The Registrar must not direct a change of name under subsection (3) on the ground that the name of the company could not be registered without contravention of section 27(1)(c).
registered
“registered” means registered under this Act or any corresponding previous enactment;
Any person may apply in writing to the Registrar to give a direction to a company under subsection (3) on a ground referred to in that subsection; but the Registrar must not consider any application to give a direction to a company on the ground referred to in subsection (3)(d) unless the Registrar receives the application within 12 months from the date of change of name of the company.
If the company fails to comply with subsection (3), the company and its officers shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.
default penalty
“default penalty” means a default penalty within the meaning of section 408;
[Deleted by Act 36 of 2014]
An appeal to the Minister against the following decisions of the Registrar that are made on or after 3 January 2016 may be made by the following persons within the following times:
in the case of the Registrar’s decision under subsection (3) — by the company aggrieved by the decision within 30 days after the decision;
in the case of the Registrar’s refusal to give a direction to a company under subsection (3) pursuant to an application under subsection (3A) — by the applicant aggrieved by the refusal within 30 days after being informed of the refusal.
The decision of the Minister on an appeal made under subsection (3D) is final.
To avoid doubt, where the Registrar makes a decision under subsection (3) or the Minister makes a decision under subsection (3DA), the Registrar or the Minister (as the case may be) must accept as correct any decision of the Court to grant an injunction referred to in subsection (3)(e).
Where the name of a company incorporated pursuant to any corresponding previous written law has not been changed since 29 December 1967, the Registrar must not, except with the Minister’s approval, exercise the Registrar’s power under subsection (3) to direct the company to change its name.
corresponding previous written law
“corresponding previous written law” means any written law relating to companies which has been at any time in force in Singapore and which corresponds with any provision in this Act;
Upon the application of a company and payment of the prescribed fee, the Registrar must issue to the company a certificate confirming the incorporation of the company under the new name.
A change of name pursuant to this Act does not affect the identity of the company or any rights or obligations of the company or render defective any legal proceedings by or against the company, and any legal proceedings that might have been continued or commenced by or against it by its former name may be continued or commenced by or against it by its new name.
Terms defined in this Act
company
Defined · s 4“company” means a company incorporated under this Act or under any corresponding previous written law;
corporation
Defined · s 4“corporation” means any body corporate formed or incorporated or existing in Singapore or outside Singapore and includes any foreign company but does not include —(a)any body corporate that is incorporated in Singapore and is by notification of the Minister in the Gazette declared to be a public authority or an instrumentality or agency of the Government or to be a body corporate which is not incorporated for commercial purposes;(b)any corporation sole;(c)any cooperative society;(d)any registered trade union; (da)any platform work association registered under the Platform Workers Act 2024; or(e)any limited liability partnership;
corresponding previous written law
Defined · s 4“corresponding previous written law” means any written law relating to companies which has been at any time in force in Singapore and which corresponds with any provision in this Act;
default penalty
Defined · s 4“default penalty” means a default penalty within the meaning of section 408;
limited liability partnership
Defined · s 4“limited liability partnership” has the meaning given by section 2(1) of the Limited Liability Partnerships Act 2005;
name
Defined · s 4“full name” or “name” means —(a)in the case of an individual registered under the National Registration Act 1965 — the name as it appears in the latest identity card issued to that individual under section 9 of that Act; or(b)in the case of an individual not registered under the National Registration Act 1965 — the name as it appears in the latest passport issued to that individual or such other similar evidence of identification as is available;
register
Defined · s 386AB“register of controllers” or “register” —(a)in relation to a company to which this Part applies — means the register that the company is required to keep of its registrable controllers under section 386AF(1), (1A), (2) or (3); and(b)in relation to a foreign company to which this Part applies — means the register that the foreign company is required to keep of its registrable controllers under section 386AF(4), (4A), (5) or (6);
registered
Defined · s 4“registered” means registered under this Act or any corresponding previous enactment;
Registrar
Defined · s 4“Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies;
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Shares, Debentures and Charges
Part 5
Management and Administration
Part 6
Financial Statements and Audit
Part 7
Arrangements, Reconstructions and Amalgamations
Part 8
Part 8A
Part 9
Investigations
Part 10
Dissolution
Part 10A
Transfer of Registration
Part 11
Various Types of Companies, Etc.
Part 11A
Register of Controllers, Nominee Directors and Nominee Shareholders of Companies
Part 12