Decision

Decision on Blackrock Financial Capital Limited

Updated 23 April 2024

Order under the Companies Act 2006

In the matter of application No. 4440

For a change of company name of registration No. 14811891

Decision

The company name BLACKROCK FINANCIAL CAPITAL LIMITED has been registered since 26 December 2023 under number 14811891.

By an application filed on 9 August 2023, BLACKROCK, INC. 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 August 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. On 27 September 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 letter sent to the primary respondent by Royal Mail “Special Delivery” was returned “not called for”. No request for a hearing was made.

On 3 October 2023, Companies House register recorded an application had been made to strike off company number 14811891.

On 26 October 2023, the applicant contacted the tribunal stating that they wished to resist any suspension of the proceedings stating their reasons as follows:

“….

(a) the Applicant has already incurred the cost of preparing its CNA1 application and supporting evidence;
(b) the Respondent has failed to file a CNA2 defence to the application and the period for doing so expired on 18 September 2023. These proceedings would therefore, ordinarily, proceed to a decision undefended;
(c) if the application for strike off succeeds, the Company will be dissolved, but it will nonetheless remain on the UK Company Register under a name that infringes our client’s trade mark rights;
(d) if the application for strike off does not succeed, the suspension of these proceedings will have delayed the outcome of this matter unnecessarily; and
(e) our client is a financial institution which is often the target of fraud and/or impersonation. A decision in its favour in these proceedings will provide a helpful precedent for future like cases and is necessary to ensure the protection of the public.”

On 26 December 2023, Companies House register showed the status of the respondent company as dissolved.

On 22 January 2024, the applicant contacted the tribunal advising they strongly objected to the closure of the case without a decision. The applicant reiterated the points made in its letter dated 26 October 2023 and added:

“…if no formal decision is made in these proceedings, it signifies to the director of the Company and/or future third-parties that it may avoid a formal decision being issued against it merely by filing an application to have the offending company struck-off from the register. This practice undermines the jurisdiction of the Tribunal and effectively renders it toothless. Such a position does nothing to deter future illegitimate behaviour, and would come at the disproportionate disadvantage and cost of the party which has a legitimate interest in targeting and seeking a formal decision against fraudulent third-party activity.

The Applicant requests that the Tribunal consider the merits of this letter and allow the proceedings to continue and advance to a formal decision as soon as possible, notwithstanding the dissolved status of the Company.”

No response was received from the primary respondent.

The adjudicator considered the objections raised by the applicant and determined these proceedings should continue and a formal decision be issued.

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) BLACKROCK FINANCIAL CAPITAL 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) BLACKROCK FINANCIAL CAPITAL LIMITED 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 its form CNA1, the applicant states that it sent a letter to the respondent providing notice prior to the filing of form CNA1. The applicant advises that it received a response to its letter from Mr John Grimsey, who informed that he had been the victim of a scam with his name and former address having been used to incorporate the respondent company. Mr Grimsey had subsequently filed a RP06 form “Application for removal of material about directors who have not consented to act” with Companies House and had been removed as a director of the company. In the circumstances, an award of costs to the applicant is considered appropriate.

BLACKROCK, INC., having been successful, is entitled to a contribution towards its costs. I order BLACKROCK FINANCIAL CAPITAL LIMITED, to pay BLACKROCK, INC. 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 5 March 2024

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. ↩