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CRITERIA FOR COMPANY NAMES

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Article by listed AttorneyNanika Prinsloo

The Companies Act, Act 71 of 2008, organised old legislation into a more legible and understandable Act.  The Companies Act also have strict requirements about the registration and use of Companies and make directors personally liable for some of the actions of the Company.

The Companies Act determines how the names of Companies must be registered, how it must be used and what and can’t be used as names.  This article will discuss the criteria for the names of Companies.

See Also: Company Name Reservation : The Process

WHAT CAN BE USED FOR A COMPANY NAME?

A Company name may comprise words in any language, irrespective of whether or not the words are commonly used or contrived for the purpose.  The name may also contain any letters, numbers or punctuation marks,  any of the following symbols: +, &, #, , %, or any other symbol permitted by the regulations that the Minister may issue from time to time.

The Company name can also use  round brackets used in pairs to isolate any other part of the name, alone or in any combination; or in the case of a profit company, may be the registration number of the Company.

To read more about the reservation of a Company name before registration, read our article on the topic by following this link: >>>> *Chris, this is the article “Companies.Reservation of Company”

NO CONFLICT WITH ANOTHER NAME

The name of a Company must not be the same as, or confusingly similar to any of the following:

(a)  the name of another Company, registered external Company, Close Corporation or Co-operative unless the Company forms part of a group of companies using similar names;

(b)  a name registered for the use of a person as a business name in terms of the Business Names Act, 1960 (Act No. 27 of 1960);

(c)  a registered trade mark belonging to a person other than the Company, or a mark in respect of which an application has been filed in the Republicfor registration as a trade mark or a well-known trade mark as contemplated in section 35 of the Trade Marks Act, 1993 (Act No. 194 of 1993); or

(d)  a mark, word or expression the use of which is restricted or protected in terms of the Merchandise Marks Act, 1941 (Act No. 17 of 1941), except to the extent permitted by or in terms of that Act.

THE NAME MUST NOT BE MISLEADING OR IMPLY SOMETHING ELSE

A Company’s name must not falsely imply or suggest, or be such as would reasonably mislead a person to believe incorrectly, that the Company is involved in any of the following:

(a)  is part of, or associated with, any other person or entity;

(b)  is an organ of state or a court, or is operated, sponsored, supported or endorsed by the State or by any organ of state or a court;

(c)  is owned, managed or conducted by a person or persons having any particular educational designation or who is a regulated person or entity;

(d)  is owned, operated, sponsored, supported or endorsed by, or enjoys the patronage of, any foreign state, head of state, head of government, government or administration or any department of such a government or administration; or

(e)   international organisation.

NO NAME OR SYMBOL OF THE COMPANY MUST BE MISUNDERSTOOD

The name of a Company must not include any word, expression or symbol that, in isolation or in context within the rest of the name, may reasonably be considered to constitute:

(a)   propaganda for war;

(b)  incitement of imminent violence; or

(c)  advocacy of hatred based on race, ethnicity, gender or religion, or incitement to cause harm.

WHAT THE COMPANY NAMES MUST REFLECT

The name of Company can also be its registration number, for example 12345/28/14, if the name of a profit Company is the Company’s registration number.  If that is the case (if the Company’s name is its registration number”, then that number must be immediately followed by the expression ‘‘(South Africa)’’;.  In other words, a Company that wants to use its registration number as its name (that is normally done where there is no name reserved before registration), the name of the Company will be “12345/28/14 South Africa (Pty) Ltd”.

If the Company’s Memorandum of Incorporation contain any special conditions applicable to the Company, and any requirement for the amendment of any such conditions, or if the Memorandum of Incorporation prohibit the amendment of any particular provision of the Memorandum of Incorporation, then the Company name must be immediately followed by the expression ‘‘(RF)’’.

COMPANY NAME MUST END WITH “INC”, OR “PTY” OR “PTY LTD”

A Company name, irrespective of its form or language, must end with one of the following expressions, as appropriate for the category of the particular Company:

(a)  in the case of a personal liability Company, the name must end with the word ‘‘Incorporated’’ or its abbreviation ‘‘Inc.’’,

(b)  in the case of a private Company, the name must end with the expression ‘‘Proprietary Limited’’ or its abbreviation, ‘‘(Pty) Ltd.’’,

(c)  in the case of a public Company, the name must end with the word ‘‘Limited’’ or its abbreviation, ‘‘Ltd.’’.

(d)  in the case of a state-owned Company, the name must end with he expression ‘‘SOC Ltd.’’, and

(e)  in the case of a non-profit Company, the name must end with the expression ‘‘NPC’’.