Order under the Companies Act 2006

In the matter of application No. 4921

For a change of company name of registration No. 11144953

Decision

The company name HARIBO HOLDINGS LTD has been registered since 11 January 2018 under number 11144953.

By an application filed on 11 June 2024, RIGO TRADING S.A. 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 5 July 2024, 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 5 July 2024, the Tribunal wrote to Stuart Taylor and Robyn Greenwood to inform them that the applicant had requested that they be joined to the proceedings. No comments were received from Stuart Taylor and Robyn Greenwood in relation to this request. On 21 August 2024, Stuart Taylor and Robyn Greenwood were joined as co-respondents. On 21 August 2024, 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. 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) HARIBO HOLDINGS 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) HARIBO HOLDINGS LTD, Stuart Taylor and Robyn Greenwood 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 a contribution towards its costs and has confirmed in its form CNA1 that it has provided pre action notice to the respondent, as per 10.4.1 of the Company Names Tribunal: Practice direction, although the respondent’s director, in his email dated 6 July 2024, has explained that due to “personal circumstances” he was prevented from receiving the pre action notice. The Tribunal considers that it is the responsibility of the respondent to make arrangements for business correspondence to be dealt with or forwarded as appropriate and this should not prevent the applicant from receiving its costs.

RIGO TRADING S.A., having been successful, is entitled to a contribution towards its costs. I order HARIBO HOLDINGS LTD, Stuart Taylor and Robyn Greenwood, being jointly and severally liable, to pay RIGO TRADING S.A. 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 19 December 2024

Susan Eaves
Company Names Adjudicator