.
Site Directory
   
Amico New Zealand - Home page Why a company? How can I do it? Tips and Hints . The most difficult question! Registered Office Annual Return The Financial Reporting Act 1993 Company Names Overseas companies in New Zealand Statutory obligations Taxation of Companies in New Zealand Frequently asked questions Request our newsletter How you can contact us our legal stuff
.
Amico New Zealand Limited - Company formation on New Zealand

Company Incorporation and Formation in New Zealand

Approval of company name

A New Zealand company or an overseas company intending to carry on business in New Zealand cannot be registered under a name unless that name has been approved and reserved by the Registrar of Companies.

The name that you request is checked against the register held at the Companies Office to see that it does not contravene any of the restrictions on certain names.

If a name is acceptable, a notice of reservation is issued to the applicant.
If not, a notice of explanation is issued.

If your first choice of name is unavailable, the Companies Office will inform about the reason why it was declined and immediately consider your next preference.  The reservation of a name is valid for 20 working days from the date stated in the reservation notice.

Names that cannot be reserved
Under the Companies Act 1993, any name may be reserved.
Names that must not be reserved comes within any one of this three categories:

  • a name, the use of which would contravene an enactment
  • a name that is identical or almost identical to
    • another company name, or
    • a company name previously reserved by the Registrar and still available for registration
  • a name that, in the opinion of the Registrar, is offensive.

Contravention of an Enactment
Company names that include words or phrases protected by the Flags, Emblems and Name Protection Act 1981 or by any other enactment will not be approved.
These include names having royal, national, international, and commercial or other significance.

The Registrar does not consider whether a name could breach any other enactment (e.g. the Fair Trading Act 1986 or the TradeMarks Act 1953).  The Fair Trading Act contains a general prohibition against misleading and deceptive conduct.  This could include carrying on business under a name that is misleading or deceptive.

Before forwarding your application, you should consider the possibility of the name infringing a registered or pending trademark.  A trademark search is recommended.
You can do that at the

Intellectual Property Office of New Zealand
Levin House
330 High Street
P.O.Box 30 687
Lower Hutt
Wellington

Tel: (04) 560 1600 - Fax: (04) 560 1692

or via the Internet at www.iponz.govt.nz

The Court, not the Registrar of Companies, determines the question of whether a name is misleading or deceptive.

Identical or almost identical
Certain words and phrases can be disregarded when determining whether names are identical or almost identical.  These words and phrases are:

  • the definite article ("the") when it is the first word in a name.
  • the following words appearing at the end of a name:
    • "company"
    • "and company"
    • "Company Limited"
    • "Limited"
    • "Tapui (Limited)"
    • "Unlimited"
  • the following abbreviations whenever they appear in a name:
    • "&" for "and"
    • "no" for "number"
    • "co" or "coy" for "company"
    • "N.Z." or "NZ" for "New Zealand"
    • "Bros" for "Brothers"
  • The typeface and case (upper or lower) of letters, accents, spaces between letters and punctuation marks.
  • The use of plurals.

"Identical" can therefore have the ordinary meaning of the same in every respect or it can mean a name in which the number and order of key words is the same as those in another name.

"Almost identical" is more difficult to define.  The Registrar's policy is that it probably means a name in which the key words and/or the order in which they appear make that name virtually indistinguishable from another.

Each case will be considered in light of its own individual circumstances.

In general, a year marker (e.g. "[2002]") is sufficient to distinguish one name from another.  For the purposes of determining whether two names are almost identical, a year marker is no different from any other word that distinguishes the names.  For example, "ABC Company Limited" and "ABC Company (2002) Limited" are not almost identical.

"Offensive" - what does that mean?
The Registrar may determine that a name is offensive if it is of an obscene nature, or contrary to public policy, or likely to offend any particular section of the community or any particular religion.  The question of whether a name is offensive is entirely within the Registrar's discretion.

Changing the name of a company
A Company may choose to change its name or it may be directed by the Registrar to change its name if it is believed on reasonable grounds that its name should not have been reserved.

If a company changes its name voluntarily then the reservation procedure is the same.  After the company has been notified that the new name has been reserved, it must pass a resolution to change the name and notify the Registrar of the change.
If the Registrar directs a company to change its name, the Registrar must send a written notice to do so.  The notice must specify a date by which the change should take place.  This date must be at least 20 working days after the date on which the notice is served on the company.  A Company that receives a direction to change its name can either reserve a new name by following the normal reservation procedure, or appeal to the court against the Registrar's direction.  If it does neither, the Registrar may choose a new name for the company (whatever that may be), enter it on the register and issue a new certificate of incorporation.


Copyright © 1999-2008 Amico New Zealand Limited - All rights reserved.