Singapore legislation

Clause 10

of Companies (Amendment) Bill

Clause 10

Amendment of section 28

Section 28 of the Companies Act is amended —

(a)

by deleting subsection (3) and substituting the following subsection:“(3) If the name of a company is, whether through inadvertence or otherwise or whether originally or by a change of name —

(a)

a name by which the company could not be registered without contravention of section 27(1);

(b)

a name that so nearly resembles the name of another company or corporation or a business name as to be likely to be mistaken for it; or

(c)

a name the use of which has been restrained by an injunction granted under the Trade Marks Act (Cap. 332),the company may by special resolution change its name to a name that is not referred to in paragraph (a), (b) or (c) and, if the Registrar so directs, shall 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.”; and

(b)

by deleting subsection (3C) and substituting the following subsections:“(3C) The Registrar may, if he is satisfied that the company to which the direction under subsection (3) was given had applied for registration under the name first-mentioned in that subsection in bad faith, require the company to pay the Registrar such fees as may be prescribed by the Minister, and such fees shall be recoverable as a debt due to the Government.(3D) A company aggrieved by the decision of the Registrar under subsection (3) or (3C) may within 30 days of the date of the decision appeal to the Minister whose decision shall be final.(3E) For the avoidance of doubt, where the Registrar makes a decision under subsection (3) or the Minister makes a decision under subsection (3D), he shall accept as correct any decision of the High Court to grant an injunction referred to in subsection (3)(c).”.