Decision

Decision on Bill Y Melinda Gates Fundacion Ltd

Updated 7 July 2021

Order under the Companies Act 2006

In the matter of application No. 3283

For a change of company name of registration No. 10458812

Decision

The company name BILL Y MELINDA GATES FUNDACIÓN LTD has been registered since 2 November 2016 under number 10458812.

By an application filed on 10 September 2020, BILL & MELINDA GATES FOUNDATION 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 13 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. On 13 October 2020, the Tribunal wrote to Joseph Burns to inform him that the applicant had requested that he be joined to the proceedings. The letter sent to Joseph Burns by Royal Mail “Signed For” service was returned “not at this address”. No comments were received from Joseph Burns in relation to this request. On 17 February 2021, Joseph Burns was joined as a co-respondent. On 17 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 were returned “not at this address”. The letters sent to both by standard mail were also 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) BILL Y MELINDA GATES FUNDACIÓN 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) BILL Y MELINDA GATES FUNDACIÓN LTD and Joseph Burns each shall:

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

(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.

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.

BILL & MELINDA GATES FOUNDATION, having been successful, is entitled to a contribution towards its costs. I order BILL Y MELINDA GATES FUNDACIÓN LTD and Joseph Burns, being jointly and severally liable, to pay BILL & MELINDA GATES FOUNDATION costs on the following basis:

Fee for application: £400
Statement of case: £400

Total: £800

This sum is to be paid within seven days of the expiry of the appeal period or within seven days of the final determination of this case if any appeal against this decision is unsuccessful.

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 8th April 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. ↩