Decision

Decision on Porsche Dakar Limited

Updated 10 March 2022

Order under the Companies Act 2006

In the matter of application No. 3519

For a change of company name of registration No. 12775510

Decision

The company name PORSCHE DAKAR LIMITED has been registered since 28 July 2020 under number 12775510.

By an application filed on 12 May 2021, DR. ING. PORSCHE AKTEINGESELLSCHAFT 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 1 July 2021, 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 1 July 2021, the Tribunal wrote to Christoff Van Der Merwe to inform him that the applicant had requested that he be joined to the proceedings. No comments were received from Christoff Van Der Merwe in relation to this request.

On 12 November 2021, the Tribunal wrote to the parties to advise that as an application had been made (separately, to Companies House) to strike off the respondent company the Tribunal intended to suspend the proceedings before it for a period of two months pending completion of the strike off application. The letter sent to the primary respondent by Royal Mail “Signed For” service was returned “address unknown”. On 23 November 2021, the applicant notified the Tribunal that they objected to the proceedings being suspended on the basis of potential prejudice to the applicant, the future effect of a Company Names Tribunal decision in the event of further dispute and the seemingly ongoing active interest in the respondent company in the form of a change of address.

The adjudicator considered the comments made by the applicant and on 30 November 2021 issued the preliminary view that the proceedings in the name change application should continue. As such, Christoff Van Der Merwe was joined as a co-respondent and 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 name change matter, if they so wished. No request for a hearing was made. It was subsequently noted that the letter sent to the primary respondent and co-respondent dated 30 November 2021 had been addressed in error and as such, on 7 December 2021 the letters were re-issued and the parties were given a further period of 14 days to request a hearing in relation to this matter, if they wished. No request for a hearing was made. In response, by email on 20 December 2021 co-respondent Christoff Van Der Merwe stated:

I agree to the above Company being Struck off as I have never did any live business with this since the incorporation as there has never been a start date. The above company has never been trading.

The primary respondent did not file a defence to the name change application within the two 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) PORSCHE DAKAR 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) PORSCHE DAKAR LIMITED and Christoff Van Der Merwe 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. That new name will be 12775510 LTD.

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.

DR. ING. PORSCHE AKTEINGESELLSCHAFT, having been successful, would normally be entitled to a contribution towards its costs. However, the applicant has confirmed that it did not contact the respondent prior to making the application. In accordance with 10.4.1 of the Company Names Tribunal: Practice Direction 2014, an award of costs will not be made in this case.

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 11 January 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. ↩