• PART 5 PART 5 A COMPANY'S NAME

    • CHAPTER 1 CHAPTER 1 GENERAL REQUIREMENTS

      • 47. Reservation of trade name

        (1) Every application for the registration of a company under these Regulations must be preceded or accompanied by an application to reserve a proposed name of that company.
        (2) The Registrar may make rules and may issue guidance about applications made under sub-section (1). The rules may, in particular, make provision—
        (a) as to the period of time for which a proposed name is so reserved and the process for extending that period of time,
        (b) for prohibited or restricted names,
        (c) as to the form and content of an application, and
        (d) for fees to be charged.

      • 48. Prohibited names

        (1) A company must not be registered under these Regulations by a name if, in the opinion of the Registrar—
        (a) its use by the company would constitute a contravention of these Regulations or any other enactment or rule applicable in the Abu Dhabi Global Market, or
        (b) it is offensive.

      • 49. Names suggesting connection with government or public authority

        (1) The approval of the Registrar is required for a company to be registered under these Regulations with a name that would be likely to give the impression that the company is connected with—
        (a) the Federal Government of the United Arab Emirates or the Government of any Emirate within the United Arab Emirates,
        (b) a municipality within the United Arab Emirates,
        (c) any public authority specified for the purposes of this section pursuant to rules made by the Board, or
        (d) any other person registered with any governmental authority of the United Arab Emirates or of any Emirate within the United Arab Emirates.
        (2) For the purposes of this section "public authority" includes any person or body having functions of a public nature.

      • 50. Other sensitive words or expressions

        The approval of the Registrar is required for a company to be registered under these Regulations by a name that includes a word or expression for the time being specified in rules made by the Board under this section.

      • 51. Permitted characters etc

        (1) The Board may make rules—
        (a) as to the letters or other characters, signs or symbols (including accents and other diacritical marks) and punctuation that may be used in the name of a company registered under these Regulations, and
        (b) specifying a standard style or format for the name of a company for the purposes of registration.
        (2) The rules may prohibit the use of specified characters, signs or symbols when appearing in a specified position (in particular, at the beginning of a name).
        (3) A company may not be registered under these Regulations by a name that consists of or includes anything that is not permitted in accordance with rules made under this section.
        (4) In this section "specified" means specified in rules made under this section.

      • 52. Public limited companies

        The name of a limited company that is a public company must end with "public limited company","PUBLIC LIMITED COMPANY", "plc", "PLC", "p.l.c." or "P.L.C.".

      • 53. Private limited companies

        (1) The name of a limited company that is a private company must end with "limited", "LIMITED", "ltd", "LTD", "l.t.d.", or "L.T.D.".
        (2) The name of a limited company that is a restricted scope company must end with one of the suffixes provided for by subsection (1) with the addition of the word "restricted".

      • 54. Inappropriate use of indications of company type or legal form

        (1) The Board may make rules prohibiting the use in a company name of specified words, expressions or other indications—
        (a) that are associated with a particular type of company or form of organisation, or
        (b) that are similar to words, expressions or other indications associated with a particular type of company or form of organisation.
        (2) The rules may prohibit the use of words, expressions or other indications—
        (a) in a specified part, or otherwise than in a specified part, of a company's name,
        (b) in conjunction with, or otherwise than in conjunction with, such other words, expressions or indications as may be specified.
        (3) A company must not be registered under these Regulations by a name that consists of or includes anything prohibited by rules made under this section.
        (4) In this section "specified" means specified in rules made under this section.

    • CHAPTER 2 CHAPTER 2 SIMILARITY TO OTHER NAMES

      • 55. Name not to be the same as another on the Registrar's register of company names

        (1) A company must not be registered under these Regulations with a name that is the same as another name appearing in the Registrar's register of company names.
        (2) The Board may make rules supplementing this section.
        (3) The rules may make provision—
        (a) as to matters that are to be disregarded, and
        (b) as to words, expressions, signs or symbols that are, or are not, to be regarded as the same,
        for the purposes of this section.
        (4) The rules may provide—
        (a) that registration by a name that would otherwise be prohibited under this section is permitted—
        (i) in specified circumstances, or
        (ii) with specified consent, and
        (b) that if those circumstances obtain or that consent is given at the time a company is registered by a name, a subsequent change of circumstances or withdrawal of consent does not affect the registration.
        (5) In this section "specified" means specified in the rules made under this section.

      • 56. Power to direct change of name in case of similarity to existing name

        (1) The Registrar may direct a company to change its name if it has been registered in a name that is the same as or, in the opinion of the Registrar, too like—
        (a) the name of the Federal Government of the United Arab Emirates or the Government of any Emirate within the United Arab Emirates,
        (b) the name of a municipality within the United Arab Emirates,
        (c) the name of any public authority specified for the purposes of this section pursuant to rules made by the Board,
        (d) the name of any other person registered with any governmental authority of the United Arab Emirates or of any Emirate within the United Arab Emirates,
        (e) a name appearing at the time of the registration in the Registrar's register of company names, or
        (f) a name that should have appeared in the Registrar's register of company names at that time.
        (2) The Registrar may make rules supplementing this section.
        (3) The rules may make provision—
        (a) as to matters that are to be disregarded, and
        (b) as to words, expressions, signs or symbols that are, or are not, to be regarded as the same,
        for the purposes of this section.
        (4) The rules may provide—
        (a) that no direction is to be given under this section in respect of a name—
        (i) in specified circumstances, or
        (ii) if specified consent is given, and
        (b) that a subsequent change of circumstances or withdrawal of consent does not give rise to grounds for a direction under this section.
        (5) In this section "specified" means specified in rules made under this section.

      • 57. Direction to change name: supplementary provisions

        (1) The following provisions have effect in relation to a direction under section 56 (power to direct change of name in case of similarity to existing name).
        (2) Any such direction—
        (a) must be given within twelve months of the company's registration by the name in question, and
        (b) must specify the period within which the company is to change its name.
        (3) The Registrar may by a further direction extend that period. Any such direction must be given before the end of the period for the time being specified.
        (4) A direction under section 56(power to direct change of name in case of similarity to existing name) or this section must be in writing.
        (5) If a company fails to comply with the direction, a contravention of these Regulations is committed by—
        (a) the company, and
        (b) every officer of the company who is in default.
        For this purpose a shadow director is treated as an officer of the company.
        (6) A person who commits the contravention referred to in subsection (5) shall be liable to a fine of up to level 4.

      • 58. Objection to company's registered name

        (1) A person ("the applicant") may object to a company's registered name on the ground—
        (a) that it is the same as a name associated with the applicant in which he has goodwill, or
        (b) that it is sufficiently similar to such a name that its use in the Abu Dhabi Global Market would be likely to mislead by suggesting a connection between the company and the applicant.
        (2) The objection must be made by application to the Registrar (see section 59 (procedural rules)).
        (3) The company concerned shall be the primary respondent to the application. Any of its members or directors may be joined as respondents.
        (4) If the ground specified in subsection (1)(a) or (b) is established, it is for the respondents to show—
        (a) that the name was registered before the commencement of the activities on which the applicant relies to show goodwill, or
        (b) that the company—
        (i) is operating under the name, or
        (ii) is proposing to do so and has incurred substantial start-up costs in preparation, or
        (iii) was formerly operating under the name and is now dormant, or
        (c) that the name was registered in the ordinary course of a company formation business and the company is available for sale to the applicant on the standard terms of that business, or
        (d) that the name was adopted in good faith, or
        (e) that the interests of the applicant are not adversely affected to any significant extent.
        If none of those is shown, the objection shall be upheld.
        (5) If the facts mentioned in subsection (4)(a), (b) or (c) are established, the objection shall nevertheless be upheld if the applicant shows that the main purpose of the respondents (or any of them) in registering the name was to obtain money (or other consideration) from the applicant or prevent him from registering the name.
        (6) If the objection is not upheld under subsection (4) or (5), it shall be dismissed.
        (7) In this section "goodwill" includes reputation of any description.

      • 59. Procedural rules

        (1) The Board may make rules about proceedings brought under section 58 (objection to company's registered name).
        (2) The rules may, in particular, make provision—
        (a) as to how an application is to be made and the form and content of an application or other documents,
        (b) for fees to be charged,
        (c) about the service of documents and the consequences of failure to serve them,
        (d) as to the form and manner in which evidence is to be given,
        (e) for circumstances in which hearings are required and those in which they are not,
        (f) setting time limits for anything required to be done in connection with the proceedings (and allowing for such limits to be extended, even if they have expired),
        (g) enabling the Registrar to strike out an application, or any defence, in whole or in part—
        (i) on the ground that it is vexatious, has no reasonable prospect of success or is otherwise misconceived, or
        (ii) for failure to comply with the requirements of the rules,
        (h) conferring power to order security for costs,
        (i) as to how far proceedings are to be held in public,
        (j) requiring one party to bear the costs of another and as to the taxing the amount of such costs.

      • 60. Decision of Registrar to be made available to public

        (1) The Registrar must, within 90 days of determining an application under section 58 (objection to company's registered name), make his decision and his reasons for it available to the public.
        (2) He may do so by means of a website or by such other means as appear to him to be appropriate.

      • 61. Order requiring name to be changed

        (1) If an application under section 58(objection to company's registered name) is upheld, the Registrar shall serve notice—
        (a) requiring the respondent company to change its name to one that is not an offending name, and
        (b) requiring all the respondents—
        (i) to take all such steps as are within their power to make, or facilitate the making, of that change, and
        (ii) not to cause or permit any steps to be taken calculated to result in another company being registered with a name that is an offending name.
        (2) An "offending name" means a name that, by reason of its similarity to the name associated with the applicant in which he claims goodwill, would be likely—
        (a) to be the subject of a direction under section 56(power to direct change of name in case of similarity to existing name), or
        (b) to give rise to a further application under section 58(objection to company's registered name).
        (3) The notice must specify a date by which the respondent company's name is to be changed and may be enforced in the same way as an order of the Court.
        (4) If the respondent company's name is not changed in accordance with the order by the specified date, the Registrar may determine a new name for the company.
        (5) If the Registrar determines a new name for the respondent company he must give notice of his determination—
        (a) to the applicant, and
        (b) to the respondents.
        (6) For the purposes of this section a company's name is changed when the change takes effect in accordance with section 69(1)(change of name: effect).

      • 62. Appeal from Registrar's decision

        (1) An appeal lies to the Court from any decision of the Registrar to uphold or dismiss an application under section 58 (objection to company's registered name).
        (2) Notice of appeal against a decision upholding an application must be given before the date specified in the Registrar's notice by which the respondent company's name is to be changed.
        (3) If notice of appeal is given against a decision upholding an application, the effect of the Registrar's notice is suspended.
        (4) If on appeal the Court—
        (a) affirms the decision of the Registrar to uphold the application, or
        (b) reverses the decision of the Registrar to dismiss the application,
        the Court may (as the case may require) specify the date by which the Registrar's notice is to be complied with, remit the matter to the Registrar or make any order or determination that the Registrar might have made.
        (5) If the Court determines a new name for the company it must give notice of the determination—
        (a) to the parties to the appeal, and
        (b) to the Registrar.

    • CHAPTER 3 CHAPTER 3 OTHER POWERS OF THE REGISTRAR

      • 63. Provision of misleading information etc

        (1) If it appears to the Registrar—
        (a) that misleading information has been given for the purposes of a company's registration by a particular name, or
        (b) that an undertaking or assurance has been given for that purpose and has not been fulfilled,
        the Registrar may direct the company to change its name.
        (2) Any such direction—
        (a) must be given within five years of the company's registration by that name, and
        (b) must specify the period within which the company is to change its name.
        (3) The Registrar may by a further direction extend the period within which the company is to change its name.

        Any such direction must be given before the end of the period for the time being specified.
        (4) A direction under this section must be in writing.
        (5) If a company fails to comply with a direction under this section, a contravention of these Regulations is committed by—
        (a) the company, and
        (b) every officer of the company who is in default.
        For this purpose a shadow director is treated as an officer of the company.
        (6) A person who commits the contravention referred to in subsection (5) shall be liable to a fine of up to level 7.

      • 64. Misleading indication of activities

        (1) If in the opinion of the Registrar the name by which a company is registered gives so misleading an indication of the nature of its activities as to be likely to cause harm to the public, the Registrar may direct the company to change its name.
        (2) The direction must be in writing.
        (3) The direction must be complied with within a period of six weeks from the date of the direction or such longer period as the Registrar may think fit to allow.

        This does not apply if an application is duly made to the Court under the following provisions.
        (4) The company may apply to the Court to set the direction aside.

        The application must be made within the period of three weeks from the date of the direction.
        (5) The Court may set the direction aside or confirm it.

        If the direction is confirmed, the Court shall specify the period within which the direction is to be complied with.
        (6) If a company fails to comply with a direction under this section, a contravention of these Regulations is committed by—
        (a) the company, and
        (b) every officer of the company who is in default.
        For this purpose a shadow director is treated as an officer of the company.
        (7) A person who commits the contravention referred to in subsection (6) shall be liable to a fine of up to level 4.

    • CHAPTER 4 CHAPTER 4 CHANGE OF NAME

      • 65. Change of name

        (1) A company may change its name—
        (a) by special resolution (see section 66 (change of name by special resolution)), or
        (b) by other means provided for by the company's articles (see section 67 (change of name by means provided for in company's articles)).
        (2) The name of a company may also be changed—
        (a) on the determination of a new name by the Registrar under section 61 (order requiring name to be changed),
        (b) on the determination of a new name by the Court under section 62(appeal from Registrar's decision),
        (c) under section 891(company's name on restoration).

      • 66. Change of name by special resolution

        (1) Where a change of name has been agreed to by a company by special resolution, the company must give notice to the Registrar.

        This is in addition to the obligation to forward a copy of the resolution to the Registrar.
        (2) Where a change of name by special resolution is conditional on the occurrence of an event, the notice given to the Registrar of the change must—
        (a) specify that the change is conditional, and
        (b) state whether the event has occurred.
        (3) If the notice states that the event has not occurred—
        (a) the Registrar is not required to act under section 68 (change of name: registration and issue of new certificate of incorporation) until further notice,
        (b) when the event occurs, the company must give notice to the Registrar stating that it has occurred, and
        (c) the Registrar may rely on the statement as sufficient evidence of the matters stated in it.

      • 67. Change of name by means provided for in company's articles

        (1) Where a change of a company's name has been made by other means provided for by its articles—
        (a) the company must give notice to the Registrar, and
        (b) the notice must be accompanied by a statement that the change of name has been made by means provided for by the company's articles.
        (2) The Registrar may rely on the statement as sufficient evidence of the matters stated in it.

      • 68. Change of name: registration and issue of new certificate of incorporation

        (1) This section applies where the Registrar receives notice of a change of a company's name.
        (2) If the Registrar is satisfied—
        (a) that the new name complies with the requirements of this Part, and
        (b) that the requirements of these Regulations, and any relevant requirements of the company's articles, with respect to a change of name are complied with,
        the Registrar must enter the new name on the register in place of the former name.
        (3) On the registration of the new name, the Registrar must issue a certificate of incorporation altered to meet the circumstances of the case.

      • 69. Change of name: effect

        (1) A change of a company's name has effect from the date on which the new certificate of incorporation is issued.
        (2) The change does not affect any rights or obligations of the company or render defective any legal proceedings by or against it.
        (3) Any legal proceedings that might have been continued or commenced against it by its former name may be continued or commenced against it by its new name.

    • CHAPTER 5 CHAPTER 5 TRADING DISCLOSURES

      • 70. Requirement to disclose company name etc

        (1) The Board may make rules requiring companies—
        (a) to display specified information in specified locations,
        (b) to state specified information in specified descriptions of document or communication, and
        (c) to provide specified information on request to those they deal with in the course of their business.
        (2) The rules—
        (a) must in every case require disclosure of the name of the company,
        (b) may make provision as to the manner in which any specified information is to be displayed, stated or provided, and
        (c) may declare specified companies exempt in whole or in part from the requirements imposed under this section.
        (3) The rules may provide that, for the purposes of any requirement to disclose a company's name, any variation between a word or words required to be part of the name and a permitted abbreviation of that word or those words (or vice versa) shall be disregarded.
        (4) In this section "specified" means specified in the rules made under this section.

      • 71. Consequences of failure to make required disclosure

        (1) This section applies to any legal proceedings brought by a company to which section 70(requirement to disclose company name etc) applies to enforce a right arising out of a contract made in the course of a business in respect of which the company was, at the time the contract was made, in breach of rules under that section.
        (2) The proceedings shall be dismissed if the defendant to the proceedings shows—
        (a) that he has a claim against the claimant arising out of the contract that he has been unable to pursue by reason of the latter's breach of the rules, or
        (b) that he has suffered some financial loss in connection with the contract by reason of the claimant's breach of the rules,
        unless the Court before which the proceedings are brought is satisfied that it is just and equitable to permit the proceedings to continue.
        (3) This section does not affect the right of any person to enforce such rights as he may have against another person in any proceedings brought by that person.

      • 72. Consequences of failure to make required disclosures

        (1) Rules under section 70(requirement to disclose company name etc)may provide—
        (a) that where a company fails, without reasonable excuse, to comply with any specified requirement of rules under that section a contravention of these Regulations is committed by—
        (i) the company, and
        (ii) every officer of the company who is in default,
        (b) that a person who commits the contravention referred to in subsection (1)(a) shall be to a level 1 fine.
        (2) The rules may provide that, for the purposes of any provision made under subsection (1), a shadow director of the company is to be treated as an officer of the company.
        (3) In subsection (1)(a) "specified" means specified in the rules.

      • 73. Minor variations in form of name to be left out of account

        (1) For the purposes of this Chapter, in considering a company's name no account is to be taken of—
        (a) whether upper or lower case characters (or a combination of the two) are used,
        (b) whether diacritical marks or punctuation are present or absent, or
        (c) whether the name is in the same format or style as is specified under section 51(1)(b)(permitted characters etc) for the purposes of registration,
        provided there is no real likelihood of names differing only in those respects being taken to be different names.
        (2) This does not affect the operation of regulations under section 51(1)(a)(permitted characters etc) permitting only specified characters, diacritical marks or punctuation.