Decision

Decision on Goldman Sachs Capital Holdings Limited

Updated 6 March 2024

Order under the Companies Act 2006

In the matter of application No. 4349

For a change of company name of registration No. 14796209

Decision

The company name GOLDMAN SACHS CAPITAL HOLDINGS LIMITED has been registered since 12 April 2023 under number 14796209.

By an application filed on 25 May 2023, GOLDMAN SACHS INTERNATIONAL 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 9 June 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 “not called for”. On 9 June 2023, the Tribunal wrote to Ziqiang Jiang to inform them that the applicant had requested that they be joined to the proceedings. No comments were received from Ziqiang Jiang in relation to this request. On 24 July 2023, Ziqiang Jiang was joined as a co-respondent. On 24 July 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 16 August 2023, the respondent contacted the Tribunal by email advising as follows:

  … I just received the document you sent me. For our company, the name of our company was registered normally after being audited by the relevant departments, and there was no violation or illegal act. Therefore, we will not change the name. By the way, how to pay 100 pounds, please give me an address.

On 1 September 2023, in response, the Tribunal noted that the respondent had stated that it did not wish to change the name of company number 14796209. The tribunal further advised the respondent:

….. As per the official letter dated 24 July 2023 as no defence (form CNA 2) has been filed within the time period set, in accordance with Rule 3(4) the adjudicator may treat the application as not being opposed and may make an order under section 73(1) of the Companies Act 2006. It is also noted that no request for a hearing was received by the deadline of 7 August 2023. The adjudicator will now consider making an order.

Following a further case review, on 5 September 2023, the Tribunal contacted the parties in the following terms:

  It is noted the respondent did not receive the correspondence issued in these proceedings until 16 August 2023 when the respondent notified the Tribunal. Please note the official letters were sent to the address on the companies register by Royal Mail special delivery and by ordinary post and the Tribunal was informed by Royal Mail that the official letters were “not called for”. Please note the respondent can request a retrospective extension of time in which to file a defence should they wish to do so. This requires the respondent to file a form CNA5 (and appropriate fee). If the respondent intends to request a retrospective extension of time this should be filed by 11 September 2023. The respondent’s defence, form CNA2 (and appropriate fee) should also be filed with the request. The respondent should also include a Witness Statement providing reasons as to why their defence has been filed outside of the prescribed period. Once received the Tribunal will consider the request accordingly and decide whether the defence should be admitted into the proceedings. If no request is received by 11 September 2023 the adjudicator may treat the application as not being opposed. However, in accordance with rule 5(3) either party has the right to be heard. Either party must make a request for a hearing on or before 9 October 2023. The request must be made on form CNA 4. A fee of £100 must accompany the form CNA 4. In the absence of a retrospective extension of time request from the respondent to file a defence and in the absence of a request to be heard by either party a name change order will be made. Forms and fees are available on our website………

The primary respondent did not file a defence on form CNA2 within the one month period specified by the adjudicator under rule 3(3) and no extension of time request was received by 11 September 2023. No request for a hearing was made on or before 9 October 2023.

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) GOLDMAN SACHS CAPITAL HOLDINGS 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) GOLDMAN SACHS CAPITAL HOLDINGS LIMITED and Ziqiang Jiang 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 its form CNA1, the applicant states that it sent a letter to the respondent providing notice but that the letter was returned as “undeliverable” prior to the filing of the CNA1. In the circumstances, an award of costs to the applicant is considered appropriate.

GOLDMAN SACHS INTERNATIONAL, having been successful, is entitled to a contribution towards its costs. I order GOLDMAN SACHS CAPITAL HOLDINGS LIMITED and Ziqiang Jiang, being jointly and severally liable, to pay GOLDMAN SACHS INTERNATIONAL 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 8 November 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. ↩