Decision

Decision on Rolexpo Limited

Published 21 December 2023

Order under the Companies Act 2006

In the matter of application No. 4374

For a change of company name of registration No. 14504675

Decision

The company name ROLEXPO LIMITED has been registered since 24 November 2022 under number 14504675.

By an application filed on 28 June 2023, ROLEX SA 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 7 July 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. On 25 August 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. No request for a hearing was made.

On 20 September 2023, the parties were advised that ROLEXPO LIMITED had changed its name to ROL-EXPO RECRUITMENT LTD and that it was the Adjudicator’s preliminary view that the new name was still an offending name. The parties were granted a period of two weeks in which to file any written submissions or to request a hearing on the matter. No replies were received from the primary respondent or co-respondent. On 3 October 2023, in response, the applicant ROLEX SA advised that they agreed with the Adjudicator’s preliminary view regarding the new company name and did not agree with the case being closed and requested the proceedings continue with its complaint against the respondent’s new company name. No request for a hearing was made.

In the light of the applicant’s comments the adjudicator decided that the proceedings should continue. As such, on 8 October 2023, the tribunal wrote to the parties and advised of the applicant’s continuing objection to the new company name and its request that the proceedings continue in respect of the respondent’s new company name. The parties were therefore 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, I 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) ROL-EXPO RECRUITMENT 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) ROL-EXPO RECRUITMENT LTD 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.

ROLEX SA having been successful, is entitled to a contribution towards its costs. I order ROL-EXPO RECRUITMENT LTD, to pay ROLEX SA 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 22 December 2023

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. ↩