Decision

Decision on GXO UK Logistics Ltd

Updated 29 October 2024

Order under the Companies Act 2006

In the matter of application No. 4463

For a change of company name of registration No. 13302161

Decision

The company name GXO UK LOGISTICS LTD has been registered since 13 April 2023 under number 13302161. Prior to this, the company was called T33 LOGISTICS LTD incorporated on 30 March 2021.

By an application filed on 1 September 2023, GXO LOGISTICS, 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 13 September 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 13 September 2023, the Tribunal wrote to Patrik Kosik to inform him that the applicant had requested that he be joined to the proceedings. No comments were received from Patrik Kosik in relation to this request. On 24 October 2023, Patrik Kosik was joined as a co-respondent. On 24 October 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 standard mail was returned. No request for a hearing was made.

On 20 February 2024, the Tribunal advised the parties that a court order to wind up company no. 13302161 had been issued and as the status of the company on the Companies House register was recorded as “liquidation”, the Tribunal intended to suspend the proceedings for a period of three months. The parties were asked to state whether they agreed to the suspension and, if they objected to the suspension, they were asked to provide reasons for their objection. In the absence of any responses on 13 March 2024, the parties were advised that the proceedings were suspended for a period of three months.

On 2 July 2024, following a review of the case, the parties were advised that given the amount of time that had elapsed since the proceedings were suspended and the fact that the status of the company had remained unchanged, it was the adjudicator’s preliminary view to proceed to issue an order to change the name of the company. The parties were reminded that as stated in official letter dated 24 October 2023, as no CNA 2 had 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. 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.

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) GXO UK LOGISTICS 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) GXO UK LOGISTICS LTD and Patrik Kosik 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.

GXO LOGISTICS, INC. having been successful, is entitled to a contribution towards its costs. I order GXO UK LOGISTICS LTD and Patrik Kosik, being jointly and severally liable, to pay GXO LOGISTICS, 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 12 August 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. ↩