Decision

Decision on Germany Dehua Red Bull International Chemical Group Co. Ltd

Updated 16 August 2023

Order under the Companies Act 2006

In the matter of application No. 4149

For a change of company name of registration No. 14435562

Decision

The company name GERMANY DEHUA RED BULL INTERNATIONAL CHEMICAL GROUP CO. LTD has been registered since 21 October 2022 under number 14435562.

By an application filed on 10 January 2023, RED BULL GMBH 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 27 January 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 “RTS”. On 27 January 2023, the Tribunal wrote to Xiaobo Jian to inform him that the applicant had requested that he be joined to the proceedings. No comments were received from Xiaobo Jian in relation to this request. On 3 May 2023, Xiaobo Jian was joined as a co-respondent. On 3 May 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. No request for a hearing was made.

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) GERMANY DEHUA RED BULL INTERNATIONAL CHEMICAL GROUP CO. 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) GERMANY DEHUA RED BULL INTERNATIONAL CHEMICAL GROUP CO. LTD and Xiaobo Jian 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.

Relevant to the applicant’s request for costs, at paragraph 6 of its Form CNA1, (“Are there any court proceedings? if so provide details here.”) it states:

Not relating specifically to this company or this director. However, it is clear this incorporation is part of a pattern of incorporations in bad faith that have already been the subject of two concluded High Court actions and a number of other concluded Company Names Tribunal actions, as follows:

(1) Claim No. IL-2018-000006 was concluded with a court default order made by Mr Justice Barling on 20 February 2018 against 33 UK companies and their directors.

(2) Claim No. IL-2018-000116 concluded with a court default order by Chief Master Marsh on 19 September 2018 against 20 UK companies and their directors.

(3) Since those two court actions concluded, we have had to file Company Names Tribunal cases against the following (all concluded successfully with orders for the names to be changed):

[…]

The subject of this application, GERMANY DEHUA RED BULL INTERNATIONAL CHEMICAL GROUP CO. LTD (“the Company”) fits directly into this pattern. We submit it can reasonably be presumed that it was incorporated by those involved in those other companies, or otherwise by someone closely connected with them.

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. This is because to do so will simply waste costs. None of the defendants in any of the above proceedings or subsequent Company Names Tribunal actions defended the actions or responded to our correspondence or to court documents. Letters and served documents were frequently returned to us unopened or undelivered. Many of the addresses used were non-functioning (e.g were used by hundreds of thousands of companies and yet were merely a lock up garage). The registered address of the company looks like another “rental” mailbox and is likely to have no ability to handle corporate communications (as in the other cases).

The Tribunal notes that the applicant decided not to attempt to contact the respondent because it did not expect to receive a response. However, in the applicant’s documentation, there is nothing to indicate that correspondence sent to the respondent’s registered office would not be collected or forwarded to the respondent and that any mail forwarding service at the address “is likely to have no ability to handle corporate communications”. In the circumstances, it is pure speculation on the applicant’s part that giving notice would have been a waste of costs. As such, the Tribunal does not accept the applicant’s reasons for not contacting the respondent prior to making the application. 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 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. ↩