Decision

Decision on Barclays Enterprises Ltd

Updated 5 August 2021

Order under the Companies Act 2006

In the matter of application No. 3301

For a change of company name of registration No. 12621656

Decision

The company name BARCLAYS ENTERPRISES LTD has been registered since 26 May 2020 under number 12621656.

By an application filed on 8 October 2020, BARCLAYS BANK UK PLC applied for a change of name of this registration under the provisions of section 69(1) of the Companies Act 2006 (the Act).

A copy of this application was sent to the primary respondent’s registered office on 22 October 2020, in accordance with rule 3(2) of the Company Names Adjudicator Rules 2008. The copy of the application was sent by Royal Mail “Signed For” service and also by standard mail. The application included a request to join Kris McGenily, then a director of the primary respondent, to the proceedings. On 22 October 2020, the Tribunal wrote to Kris McGenily to inform him that the applicant had requested that he be joined to the proceedings. No comments were received from Kris McGenily in relation to this request. On 25 February 2021, Kris McGenily was joined as a co-respondent. On 25 February 2021, the parties were advised that no defence had been received to the application and so the adjudicator may treat the application as not being opposed. The parties were granted a period of 14 days to request a hearing in relation to this matter, if they so wished. The letters sent to the primary respondent and co-respondent by Royal Mail “Signed For” service and standard mail were returned. No request for a hearing was made.

On 1 March 2021 Companies House was notified that Kris McGenily had resigned as a Director of the primary respondent, with effect from 18 February 2021. Section 69(3) of the Act stipulates that members or directors of the company concerned may be joined as members. Whilst Mr McGenily has now resigned, he was recorded as a director of the respondent both at the date of incorporation and at the date on which he was joined as a respondent. As no comments were filed concerning the proposal to join him as a respondent, I am satisfied that there was no procedural irregularity in his being joined.

The primary respondent did not file a defence within the two month period specified by the adjudicator under rule 3(3). Rule 3(4) states:

The primary respondent, before the end of that period, shall file a counter-statement on the appropriate form, otherwise the adjudicator may treat it as not opposing the application and may make an order under section 73(1).

Under the provisions of this rule, the adjudicator may exercise discretion so as to treat the respondent as opposing the application. In this case I can see no reason to exercise such discretion and, therefore, decline to do so.

As the primary respondent has not responded to the allegations made, it is treated as not opposing the application. Therefore, in accordance with section 73(1) of the Act I make the following order:

(a) BARCLAYS ENTERPRISES LTD shall change its name within one month of the date of this order to one that is not an offending name ^{[footnote 1]};

(b) BARCLAYS ENTERPRISES LTD and Kris McGenily each shall:

(i) take such steps as are within their power to make, or facilitate the making, of that change;

(ii) not cause or permit any steps to be taken calculated to result in another company being registered with a name that is an offending name.

In accordance with s.73(3) of the Act, this order may be enforced in the same way as an order of the High Court or, in Scotland, the Court of Session.

In any event, if no such change is made within one month of the date of this order, I will determine a new company name as per section 73(4) of the Act and will give notice of that change under section 73(5) of the Act.

All respondents, including individual co-respondents, have a legal duty under Section 73(1)(b)(ii) of the Companies Act 2006 not to cause or permit any steps to be taken calculated to result in another company being registered with an offending name; this includes the current company. Non-compliance may result in an action being brought for contempt of court and may result in a custodial sentence.

The applicant is requesting its costs. In response to question 7 on the Form CNA 1 (“Did you warn the company that if it did not change its name that you would start legal proceedings against it? If “yes” when did you warn the company?”), the applicant states:

No for the reasons set out at paragraph 13 below.

At paragraph 13 point 4, the applicant states:

… the Applicant has previously come across the registered address of the Company in a CNT matter relating to Barclays Biz Investments (Company No 10666331) whose registered address was the same as the Company’s (it has since changed its address but the Wenlock Road address remains the correspondence of its sole director)….. Prior to submitting a CNT Application in relation to Barclays Biz Investments, the Applicant sent the company a letter requesting it change its name. The Applicant received no response to that letter. Having had no response from Barclays Biz Investments, the Applicant submitted a CNT Application which resulted in a settlement before a Tribunal decision. Barclays Biz Investments, changed its name to SNA Investments. It appears too much of a coincidence that the same address is linked to two companies using Barclay’s name with no evidence of trading. Because of this evidence the Applicant deems it necessary to submit a CNT application immediately without first contacting the Company. Further Google searches for the registered address of the Company bring up a government press release showing that certain companies registered to this address have been ordered into liquidation by the High Court on grounds of public interest. …This further accentuates the Applicant’s belief that the Company has been registered in bad faith.

On 13 May 2021, the adjudicator issued a preliminary view that having reviewed the case, there should be no award of costs. This is because, although there have been previous proceedings involving a company name using “Barclays” with the same registered address, those proceedings settled. Further, the documents filed by the applicant show that several other companies use the same address. Those companies do not appear to be connected to the primary respondent, nor is there any compelling evidence (e.g. that any of the directors are the same) that the company formerly known as Barclays Biz Investments is connected with the primary respondent. In circumstances where the address appears to be used by several different companies and there is no clear evidence of a connection, the tribunal’s preliminary view is that it was not appropriate to begin proceedings without notice and that there should, accordingly, be no award of costs. The parties were granted a period of 14 days to request a hearing in relation to this matter, if they so wished. No request for a hearing was made. In accordance with 10.4.1 of the Company Names Tribunal: Practice Direction 2014, an award of costs will therefore not be made in this case.

Any notice of appeal against this decision to order a change of name must be given within one month of the date of this order. Appeal is to the High Court in England, Wales and Northern Ireland and to the Court of Session in Scotland.

The company adjudicator must be advised if an appeal is lodged, so that implementation of the order is suspended.

Dated 15 June 2021

Susan Eaves
Company Names Adjudicator

1. 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 to be the subject of a direction under section 67 (power of Secretary of State to direct change of name), or to give rise to a further application under section 69. ↩