Decision

Decision on Belfius Limited

Updated 25 October 2023

Order under the Companies Act 2006

In the matter of application No. 4320

For a change of company name of registration No. 14694887

Decision

The company name BELFIUS LIMITED has been registered since 28 February 2023 under number 14694887.

By an application filed on 4 May 2023, BELFIUS BANK NV/SA 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 18 May 2023, in accordance with rule 3(2) of the Company Names Adjudicator Rules 2008. The copy of the application was sent by Royal Mail “Special Delivery” service and also by standard mail. It was returned. On 18 May 2023, the Tribunal wrote to Patrick Jaune and Barbarat Giuseppee to inform them that the applicant had requested that they be joined to the proceedings. The letters sent to Patrick Jaune and Barbarat Giuseppee were returned. No comments were received from Patrick Jaune and Barbarat Giuseppee in relation to this request. On 28 June 2023, Patrick Jaune and Barbarat Giuseppee were joined as co-respondents. On 28 June 2023, 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 Patrick Jaune and Barbarat Giuseppee by Royal Mail “Special Delivery” and by standard mail were returned. No request for a hearing was made.

The primary respondent did not file a defence within the one 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) BELFIUS LIMITED shall change its name within one month of the date of this order to one that is not an offending name; ^{[footnote 1]}

(b) BELFIUS LIMITED, Patrick Jaune and Barbarat Giuseppee 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.

BELFIUS BANK NV/SA, having been successful, would normally be entitled to a contribution towards its costs. However, on 26 July 2023 the adjudicator issued a preliminary view that the applicant had not provided adequate notice to the respondent prior to making the application. This is because the applicant stated in part 7 of form CNA1 that they contacted the respondent on Friday 28 April 2023 and the CNA1 application was filed on Thursday 4 May 2023. The Tribunal considers this time period to be inadequate. Even if the notice were delivered on 28 April 2023 -and assuming its warning was expressed in sufficiently clear terms - taking account of the weekend, and that Monday 1 May 2023 was a bank holiday, this is at most 3 working days for the respondent to consider the request fully prior to the application being filed with the Tribunal. 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 31 August 2023

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. ↩