Decision

Decision on Jenoptik Photonics Sense GMBH Ltd

Updated 6 October 2022

Order under the Companies Act 2006

In the matter of application No. 3787

For a change of company name of registration No. 13708119

Decision

The company name JENOPTIK PHOTONICS SENSE GMBH LTD has been registered since 27 October 2021 under number 13708119.

By an application filed on 8 February 2022, JENOPTIK AG 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 2 March 2022, in accordance with rule 3(2) of the Company Names Adjudicator Rules 2008. The copy of the application was sent by Royal Mail “Signed For” service and also by standard mail. On 2 March 2022, the Tribunal wrote to Lauren Jade Allan to inform her that the applicant had requested that she be joined to the proceedings. No comments were received from Lauren Jade Allan in relation to this request. On 21 April 2022, Lauren Jade Allan was joined as a co-respondent. On 21 April 2022, 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. On 26 April 2022 in response, the co-respondent contacted the Tribunal by email stating:

I spoke to someone this morning regarding me being named as the director of a buisness but I don’t actually own a buisness my details have been used fraudulently I’ve been in contact with companies house and they have told me to fill a RP06 form out and return it which Iv done so that they can remove all my details from the company.

On 20 June 2022, the co-respondent was given a period of 14 days to provide proof that Form RP06 - ‘Application for removal of material about directors who have not consented to act’ had been filed with Companies House. In the light of this outstanding matter, but to avoid further delay in changing the name of the primary respondent’s offending name to one that is not an offending name (either by the primary respondent or, if necessary, by this tribunal under section 73(4) of the Act), the following order is limited to apply to the primary respondent only. The matter of costs and, if appropriate, Ms Allan’s liability under section 73(1)(b), will be dealt with in a separate supplementary decision when the matter of Ms Allan’s directorship status has been resolved.

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) JENOPTIK PHOTONICS SENSE GMBH 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) JENOPTIK PHOTONICS SENSE GMBH LTD shall:

(i) take such steps as are within its 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.

The primary respondent has 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.

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 21 June 2022

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. ↩