Decision

Decision on Neom AI Ltd

Published 24 February 2025

Companies Act 2006   

In the matter of application no. 4940 by NEOM COMPANY for a change to the company name of NEOM AI LTD, company registration No. 15289397.

Decision

1. Company no. 15289397 (“the respondent”) was incorporated on 16 November 2023 with the name NEOM AI LTD.

2. On 16 July 2024, NEOM COMPANY (“the applicant”) filed an application to this Tribunal for a change of name of the respondent’s registration under the provisions of Section 69(1) of the Companies Act 2006 (the Act).

3. A copy of the application was sent to the respondent’s registered office on 18 July 2024, in accordance with Rule 3(2) of the Company Names Adjudicator Rules 2008. On the same day, the Tribunal wrote to Saliha Shaukat to inform them that the applicant had requested that they be joined to the proceedings owing to their position in the company as Director. 

4. On 8 August 2024, the respondent filed a Companies House form “Change a Company Name” (NM01), a legal requirement for companies wishing to change their name. Accordingly, the respondent changed its name from NEOM AI LTD to TEXOMY LTD.

5. On 12 August 2024, the respondent emailed the Tribunal confirming that they had changed the name of the company and that the new name no longer contained the word ‘NEOM’ in it.

6. On 28 August 2024, the Tribunal wrote to the parties informing them of the change of name and that it intended to close the case, also issuing a preliminary view to award the sum of £800 to the applicant in respect of costs. The letters stated as follows:

The name of company no 15289397 has changed to one that does not appear to be an offending name, namely: TEXOMY LTD. The application, therefore, appears to be without object and the tribunal is minded to close the case. […]

You have two weeks from the date of this letter, which is on or before 11 September 2024 to state whether you agree to the closing of the case.

Should the request be closed at this stage in proceedings, it is the preliminary view of the Adjudicator that £800 is to be awarded to the applicant, given that notice was given to the respondent prior to action.

If any party disagrees with the preliminary view, they should file form CNA 4 to request a hearing within two weeks of the date of this letter, i.e., on or before 11 September 2024.

7. On the same date of sending the above letters, the Tribunal wrote to Saliha Shaukat informing them that they were joined as a co-respondent. They were also informed of both the change of name and the preliminary view and were granted until 11 September 2024 to request a hearing if they so wished.

8. On 2 September 2024, the applicant’s legal representatives, Keltie LLP, emailed the Tribunal, in response to the official letter of 28 August 2024, copying the respondent in the email and attaching  copies of two pre-action protocol letters from the applicant. These letters, dated 12 April 2014 and 15 May 2024 respectively, gave the respondent 14 days to change the company name or undertake in writing to cease and refrain from supplying services under a company name or sign containing the word NEOM. They also warned the respondent that, in the absence of a response, the applicant would file an application before the Company Names Tribunal for an order to change the company name under Section 69 of the Act.

9. On 3 September 2024, the respondent replied to the applicant, copying the Tribunal in the email, and stating as follows:

When we received the letters from Company Names Tribunal then we did change the name of company and informed you about it. We didn’t receive the letters from you in April and May. Otherwise, we already have changed the name of company, as we said in the email sent to you on 8th August. We did have issue in getting all of the post mails. We will be thankful to you if you close the case instead for going for hearing. Thank you.

10. On 11 September 2024, the applicant sent a further email to the Tribunal, copying the respondent in the email, and confirming that they agreed to the case being closed.

11. No hearing was requested by either party by the relevant deadline of 11 September 2024.

12. On 4 November 2024, the applicant’s legal representatives sent a further email to the Tribunal, copying the respondent in the email, and requesting an update. This prompted a renewed interest in the respondent who contacted the Tribunal by telephone claiming that the applicant’s representatives had agreed to the case being closed and that the parties had agreed costs. The file records show that the case-worker who took the call spoke to someone called “Saliha” who, the case-worker understood, was the co-respondent, and asked them to confirm in writing that the parties had agreed costs, also explaining the costs procedure if they were not to pay. No further confirmation was received.

13. On 26 November 2024, another case-worker contacted the applicant by telephone and recorded on file that they confirmed they had not waived their costs. She also contacted the respondent to inform them of this and recorded that the respondent informed her that they had filed a form CNA4 (that is the form required to request a hearing) and paid the relevant fees. The case-worker also recorded that she informed the respondent that the applicant was chasing its costs and that the cost order was about to be issued and requested the respondent to forward a copy of the form CNA4 by 28 November 2024.

14. On 3 December 2024, the respondent emailed the Tribunal saying that it attached “receipt of payment for hearing”. On 20 December 2024, the Tribunal replied saying that whilst the payment of the official fees due with the form CNA4 had been located, the form in itself  had not. Accordingly, the Tribunal invited the respondent to file a form CNA4 on or before 30 December 2024. On 30 December 2024, the co-respondent filed a form CNA4 requesting a hearing; the form was signed by the co-respondent themselves and was dated 30 December 2024; however, it showed an IPO reference number for the payment of the £100 fees with a date of 12 September 2024.

15. Although the hearing was requested after the deadline of 11 September 2025, I bear in mind that the original form CNA4 was not located, but the fees appear to have been paid a day after the deadline of 11 September 2024, which suggests that efforts were made by the respondent to file their request for a hearing within the deadline. Further, in line with Rule 7 of The Company Names Adjudicator Rules 2008, I considered it appropriate to extend the period for requesting a hearing. In exercising such discretion, I also bear in mind Rule 5(4), according to which following a request to be heard in person before a decision is made, the adjudicator will decide whether a decision can be made without an oral hearing, provided that the decision will not terminate the proceedings. In this case, although the decision to award costs does not strictly terminate the proceedings (as both parties agreed to close the case), it is a final decision which is not appealable because Section 74 of the Act state that only decisions of company names adjudicators to uphold or dismiss applications under Section 69 can be appealable.

16. On 7 January 2025, the Tribunal appointed a hearing for 3 February 2025 and the parties were informed accordingly.

17. On 9 January 2025, the applicant confirmed that it elected not to attend the hearing but would file written submissions in lieu, which were duly filed on 30 January 2025. The submissions reiterate the applicant’s position that the adjudicator was correct to award the applicant £800 as a contribution towards its costs and that on two separate occasions, the respondent was warned that if they did not change their name the applicant would bring these proceedings. Along with its submissions, the applicant filed copy of the two pre-action protocol letters mentioned above which, the applicant says, were sent to the address listed at Companies House when the letters were sent on 12 April 2024 and 15 May 2024. Finally, the applicant says that the letter dated 15 May 2024 was sent by Royal Mail signed-for post, and the respondent signed for it on 16 May 2025 providing the following copy of signature:

18. On 30 January 2025, the respondent, who is unrepresented, filed a skeleton argument signed by the co-respondent Saliha Shaukat requesting the adjudicator to remove the £800 cost award. The main reason advanced by the co-respondent for such request is that they did not receive the letter requesting a change of the company name from the applicant and that as soon as they received the Tribunal’s letter, they promptly complied and changed the company name. Accordingly, the co-respondent argued that this was not a case of wilful non-compliance but rather an issue of non-receipt of correspondence. The co-respondent also argued that the fact that their original form CNA4 had not been received by the Tribunal even though they provided proof of postage (which I cannot see on records), demonstrates that correspondence might get lost in the post  and reinforces their argument that they did not receive the applicant’s letters. Lastly, the co-respondent argued that if delays or miscommunications have arisen due to postal issues, they should not be unfairly penalised when they have demonstrated their intent to comply and act in good faith.

19. The same arguments were reiterated at the hearing which was conducted by telephone and attended by the co-respondent Saliha Shaukat. At the hearing, I drew the co-respondent’s attention to the proof of delivery which the applicant had filed with their submissions in lieu and to the signature which indicates that the letter was signed by “Shoukat”. When the co-respondent denied that that was their signature, I explained that given the existence of proof of delivery, someone must have signed for the letter. The co-respondent also argued that someone from the flat downstairs must have taken the letter; however, they did not expand on the argument.

20. Whilst the co-respondent says that the signature is not theirs, the delivery was signed by someone who identified themselves as being “Shoukat” or who accepted the letter on behalf of “Shoukat”; in this connection, whilst the name on the proof of delivery shows a slightly different spelling, i.e. Shoukat rather than Shaukat, that is likely to be a typographical error.

21. Admittedly, it is possible that when Royal Mail attempted to deliver the letter, there was nobody at the delivery address and the letter was left with a neighbour. It is also possible that the signature captured by Royal Mail is that of another person who accepted the delivery at the delivery address. But the evidence is simply not available, and we will never know who signed for the delivery. What we know is that the someone must have signed for it. Nonetheless, the applicant’s representatives did everything they were required to do – no more and no less.

22. Part 6 of the Civil Procedure Rules (CPR) sets out the approach to service of court documents which apply generally and would also apply to pre-action letters. Rule 6.1. states:

Part 6 rules about service apply generally

6.1  This Part applies to the service of documents, except where –

(a) another Part, any other enactment or a practice direction makes different provision; or

(b) the court orders otherwise.

(Other Parts, for example, Part 54 (Judicial Review) and Part 55 (Possession Claims) contain specific provisions about service.)

23. Neither the Act nor the Rules contain specific provisions about the service of documents in company names disputes, and, consequently, the general provisions of the CPR apply.

1. Rule 6.8 states:

Service of the claim form where before service the defendant gives an address at which the defendant may be served

6.8 Subject to rules 6.5(1) and 6.7  except where any other rule or practice direction makes different provision -

(a) the defendant may be served with the claim form at an address at which the defendant resides or carries on business within the UK  and which the defendant has given for the purpose of being served with the proceedings; or

(b) […]

25. For service to be good it must therefore have been sent to the correct address.

26. The correct address for the respondent is the registered office of the company, and both pre-action letters were sent to the correct address. It is no clear how the first letter was served, but even if it was done by first class post, that would be in accordance with Rule 6.3(b) and Practice Direction 6A. Further, the applicant served the second letter of 15 May 2024 by “Royal Mail Signed For” service which is also in accordance with Rule 6.3(b) and Practice Direction 6A.

27. Significantly, the CPR provisions talk about  service which is not the same as delivery or receipt. For example, a claim form is deemed to have been served even if it has been returned to the court marked undelivered – provided that it was sent to the last known or usual address of the defendant. I am not aware of any provisions which require delivery rather than service of pre-action protocol correspondence.

28. In this case, the applicant has provided evidence that the service of the letters complies with the CPR and that the letter of 15 May 2024 was not just served, but also delivered and signed for. The co-respondent’s argument that they never received the document because it was signed for by a neighbour is not supported by any evidence and does not  rebut the applicant’s conclusive proof of service (and delivery). The balance of fairness remains tipped in favour of the applicant.

Conclusions

29. The application has become without object and the case is closed.  

Costs

30. The letter of 28 August 2024 gave a preliminary view to award £800 to the applicant. I uphold the view given in that letter that the applicant provided adequate notice to the respondent prior to making the application and therefore should be entitled to a contribution towards its costs.

31. For the reasons I have given, a costs order is warranted in favour of the applicant who had to complete and file the form CNA1 and pay the £400 official fee. In addition, the applicant has incurred further costs because although it did not attend the costs hearing that had been requested by the respondent, it filed written submissions in lieu. I consider that £200 is sufficient to cover this additional work. On this decision, I calculate the additional sum as follows:

£800 for official costs and preparing the form CNA1
£200 for preparing written submissions in lieu of a hearing

£1,000 in total

32. The respondent is recorded as having filed an application to strike the company off the register on 27 November 2024. This is likely to result in the company being struck off and dissolved by voluntary strike-off after 10 February 2025. I therefore order the respondent and Saliha Shaukat, jointly and severally, to pay NEOM COMPANY costs in the sum of £1,000 on the basis indicated above, and for such costs to be paid within 14 days from the date of this decision.

33. Section 74(1) of The Companies Act 2006 provides for an appeal to the court “from any decision of a company names adjudicator to uphold or dismiss an application under section 69”. The present decision is not such a decision. There is no right of appeal in respect of this costs order.

Dated 20 February 2025

Teresa Perks
Company Names Adjudicator