Decision

Decision on Serco Group Plc

Updated 12 March 2020

Order under the Companies Act 2006

In the matter of application No. 1897

For a change of company name of registration No. 11536339

Decision

The company name SERKO INVESTMENTS LIMITED has been registered since 24 August 2018 under number 11536339.

By an application filed on 30 November 2018, SERCO GROUP PLC 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 12 December 2018, 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. No reply was received. Also, on 12 December 2018, the Tribunal wrote to Mr Brian Ronald Walmsley to inform him that the applicant had requested that he be joined to the proceedings. No comments were received from Mr Walmsley in relation to this request. On 4 February 2019, Mr Brian Ronald Walmsley was joined as a co-respondent.

Also on 4 February 2019, the parties were advised that SERCO INVESTMENTS LIMITED had changed its name to SERKO INVESTMENTS LIMITED 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 14 February 2019, the applicant SERCO GROUP PLC advised that they agreed with the Adjudicator’s preliminary view that the new name was still an offending name but noted that there had been a subsequent change of name from SERKO INVESTMENTS LIMITED to SERTCO INVESTMENTS LIMITED. The applicant requested the opportunity to file written submissions on the matter. On 19 February 2019, the applicant was granted a period of two weeks in which to file any written submissions or to request a hearing on the matter.

On 28 February 2019, the applicant SERCO GROUP PLC advised that they agreed with the Adjudicator’s preliminary view that the new name SERTCO INVESTMENTS LIMITED was still an offending name and requested an order be issued to change the respondent’s new company name. No request for a hearing was made. The applicant subsequently filed an amended Form CNA1 and Statement of grounds on 8 April 2019, receipt of which was acknowledged on 7 May 2019.

On 7 May 2019, in the matter of costs, the Tribunal noted that at part 7 of the CNA1, the applicant stated that they had contacted the respondent in a letter dated 29 November 2018 and had then filed their application on 30 November 2018. The Adjudicator advised that as the respondent did not receive adequate notice, an award of costs was not appropriate, however, as there had been a number of actions, including requests to change the company name and subsequent amendment to pleadings, the parties were invited to file any comments on the matter of costs within a period of 14 days. No comments were received.

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) SERTCO INVESTMENTS 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) SERTCO INVESTMENTS LIMITED and Mr Brian Ronald Walmsley each shall:

(i) take such steps as are within their power to make, or facilitate the making, of that change;

(ii) not to 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.

SERCO GROUP PLC, having been successful, would normally be entitled to a contribution towards its costs. However, as the applicant failed to provide the respondent with adequate notice 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 July 2019

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. ↩