Decision

Decision on TMF Group Limited

Published 27 March 2025

Order under the Companies Act 2006

In the matter of application No. 5068

For a change of company name of registration No. 15569447

Decision

The company name TMF GROUP LIMITED has been registered since 16 March 2024 under number 15569447.

By an application filed on 4 September 2024, TMF GLOBAL SERVICES (UK) LIMITED 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 25 September 2024, 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 and also by standard mail. On 25 September 2024, the Tribunal wrote to Farwa Rauf to inform them that the applicant had requested that they be joined to the proceedings. On 1 October 2024, in response, Farwa Rauf, the respondent’s director, telephoned the tribunal stating that he was unhappy to receive the tribunal’s correspondence and that had been advised by Amazon to register the company to enable him to sell pens on their website. Farwa Rauf asked whether he should close the company as he had not used it and he was advised that the Tribunal does not provide advice on these matters. Farwa Rauf was asked to put his comments in writing and to copy the applicant, in response, Farwa Rauf stated that he would not do so. He was advised that the applicant’s form CNA1 would explain the applicant’s objection to his company name. Farwa Rauf stated that he would not be reading the papers that had been sent to him by the Tribunal. No comments were received from Farwa Rauf in relation to the request that he be joined to the proceedings. On 1 October 2024, Farwa Rauf resigned as the primary respondent’s director.

On 9 January 2025, Farwa Rauf was joined as a co-respondent. On 9 January 2025, 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.

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 filed the requisite counterstatement nor requested to be heard within the time allowed, it is treated as not opposing the application. Therefore, in accordance with section 73(1) of the Act I make the following order:

(a) TMF GROUP 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) TMF GROUP LIMITED and Farwa Rauf 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.

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.

The applicant is requesting its costs. In its form CNA1, the applicant states that it sent a letter to the respondent providing notice prior to filing its application. In his telephone conversation with the Tribunal on 1 October 2024, Farwa Rauf, the respondent’s director, stated that he did not receive the applicant’s notice letter and that of the Tribunal and that the applicant had sent their correspondence to his mother’s address. It was explained to Farwa Rauf that the only address available for sending correspondence to the company is the registered office address as shown on Companies House register.

The Tribunal considers that it is the responsibility of the respondent to ensure that its registered office address on Companies House register is accurate and reliable for the purposes of business communication and where appropriate, to make arrangements for the collection and forwarding of mail. It is noted that none of the correspondence sent by the Tribunal to the respondent’s registered office address throughout these proceedings has been returned undelivered.

The Tribunal therefore considers that the applicant has provided notice to the respondent prior to filing its form CNA1 and although the respondent states that it has not received the letter, in view of the circumstances, this ought not prevent the applicant from receiving its costs.

I order TMF GROUP LIMITED and Farwa Rauf, being jointly and severally liable, to pay TMF GLOBAL SERVICES (UK) LIMITED 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 21 March 2025

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. ↩