Companies Act 1967 · 2020 Revised Edition · Part 11 · Various Types of Companies, Etc.
378. Restriction on use of certain names
Last amended by an amending law of 2019. 3 amendments in all.
Official textFrom Singapore Statutes Online, unchanged
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 —
Registrar
“Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies;
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 23(4) of the Limited Liability Partnerships Act 2005, section 17(4) of the Limited Partnerships Act 2008, or section 27(12B) as applied by section 21(8) of the VCC Act; or
is a name, or is a name of a kind that the Minister has directed the Registrar not to accept for registration.
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 foreign company under a name, if —
register
“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);
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 8 of the Insolvency, Restructuring and Dissolution Act 2018, 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 39 of, and the Fifth Schedule to, the Limited Liability Partnerships Act 2005, 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 63 of the Limited Liability Partnerships Act 2005, a period of at least 6 years has passed after the date of dissolution;
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 2008, 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 2008, a period of at least one year has passed after the date of dissolution; or
it is identical to the name of a VCC that was dissolved —
unless, in a case where the VCC was dissolved following its winding up under Part 11 of the VCC Act, a period of at least 2 years has passed after the date of dissolution; or
unless, in a case where the VCC was dissolved following its name being struck off the register under section 344 or 344A of this Act as applied by section 130B of the VCC Act, a period of at least 6 years has passed after the date of dissolution.
Despite subsection (1), the Registrar may, on or after 3 January 2016, register a foreign company under —
foreign company
“foreign company” means —(a)a company, corporation, society, association or other body incorporated outside Singapore; or(b)an unincorporated society, association or other body which under the law of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose and which does not have its head office or principal place of business in Singapore;
a name that is identical to the name of a foreign company registered under Division 2 of Part 11 —
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 2008 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.
No foreign company to which this Division applies may use in Singapore any name other than —
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;
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.
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 —
registered
“registered” means registered under this Act or any corresponding previous enactment;
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 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 by the Minister.
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.
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.
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
In this section, “registered business name” has the meaning given by section 2(1) of the Business Names Registration Act 2014.
registration
“registration”, in relation to a foreign corporate entity that has applied to be registered as a company limited by shares under this Part, means registration by the Registrar under section 359(1), and “register” and “registered” are to be construed accordingly.
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 (5) — by the foreign 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 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.
The Minister must cause a direction given by the Minister under subsection (1)(d) to be published in the Gazette.
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.
A foreign company must 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).
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
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).
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.
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.
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.
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.
Terms defined in this Act
authorised representative
Defined · s 366“authorised representative”, in relation to a foreign company, means —(a)in the case of a foreign company registered before 3 January 2016 — the agent of the foreign company as defined by this section in force immediately before that date; and(b)in the case of a foreign company registered on or after 3 January 2016 — the person named in a notice lodged under section 368(1)(e);
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;
default penalty
Defined · s 4“default penalty” means a default penalty within the meaning of section 408;
foreign company
Defined · s 4“foreign company” means —(a)a company, corporation, society, association or other body incorporated outside Singapore; or(b)an unincorporated society, association or other body which under the law of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose and which does not have its head office or principal place of business in Singapore;
limited liability partnership
Defined · s 4“limited liability partnership” has the meaning given by section 2(1) of the Limited Liability Partnerships Act 2005;
lodged
Defined · s 4“lodged” means lodged under this Act or any corresponding previous written law;
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;
officer
Defined · s 4“officer”, in relation to a corporation, includes —(a)any director or secretary of the corporation or a person employed in an executive capacity by the corporation;(b)a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and(c)any liquidator of a company appointed in a voluntary winding up,but does not include —(d)any receiver who is not also a manager;(e)any receiver and manager appointed by the Court;(f)any liquidator appointed by the Court or by the creditors; or(g)a judicial manager appointed under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018;
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;
registration
Defined · s 356“registration”, in relation to a foreign corporate entity that has applied to be registered as a company limited by shares under this Part, means registration by the Registrar under section 359(1), and “register” and “registered” are to be construed accordingly.
VCC
Defined · s 4“VCC” means a VCC or variable capital company as defined in section 2(1) of the VCC Act;
Part 11A
Register of Controllers, Nominee Directors and Nominee Shareholders of Companies
Part 12