CHANGE OF NAME (Hansard, 20 October 1981)

§ Mr. Eyre
I beg to move amendment No. 4, in page 31, line 15 leave out from 'within' to 'period' in line 16 and insert 'such'.

Mr. Deputy Speaker
With this, it will be convenient to take Government amendments Nos. 5, 6 and 7.

§ Mr. Eyre
Given the substantial amendments already agreed in Committee, these further amendments to the proposed regime for the future control of company names demonstrate the flexible approach that the Government have sought to maintain on this subject. I am grateful for the constructive suggestions that have been made throughout our debates. I am sure that, as a result, we have evolved a framework within which the administration of this particular aspect of company law can proceed more efficiently while maintaining the necessary measures of protection for established commercial interests.
As a result of discussion in Committee concerning the damage that could in certain cases be caused by a company registering a name the same as or "too like" that of another company already on the register, or with a name which has been obtained as a result of misleading information having been given, it was considered that the Secretary of State should have powers to direct a company to change its name as soon as possible. This amendment removes the minimum period which must be given for such change to take place from six weeks to such period as the Secretary of State may specify.
Although the change of name must be made by special resolution of the company and will normally involve the giving of 21 days' notice of the meeting to pass the resolution, nevertheless the proviso to section 141(2) of the 1948 Act makes it clear that this need not always be the case and accordingly we consider that there is no need to specify a minimum period for a change of name.
A further point arises regarding the period during which a change of name could be required. The Bill presently provides that a direction to change a name can be made only within a period of 12 months after the company has been registered by the name in question. We have brought forward amendments to cover the case where a name has been obtained by the provision of misleading information to the Secretary of State.
We consider that a distinction should be drawn between cases involving "identical" and "too like" names and ones involving misleading information being given to the Secretary of State. In the former case we consider that after 12 months a company should be entitled to certainty in its name. In the latter case, which could involve an element of dishonesty, we feel that the power to direct a change of name should be available for as long a period as is reasonably practicable. In these circumstances, we propose that the Secretary of State should be able to exercise his power to direct the company to change its name at any time within five years of the date of registration. Five years has been chosen as a reasonable period during which the registrar will retain pre-incorporation documents.

§ Mr. John Fraser
The amendments are welcome because they recognise the fears expressed by the Opposition in Committee during debate on the clause. I am grateful for the fact that there is a longer period in which to put right any mischief. Will the Minister confirm something that he may have confirmed in Committee—namely, that he and the registrar will be receptive in informally looking at genuine complaints from members of the public or companies with similar names and that the initiative will not be left entirely to 203 companies and to the practice of non-company law, such as slander of title? I hope that the Minister and the registrar will be receptive to any genuine weighty complaints that may be brought by members of the public who feel that their business reputations are being damaged by those who have falsely assumed their names and thereby misled the public.

§ Mr. Eyre
The hon. Member for Norwood (Mr. Fraser) will understand that the registrar cannot accept a legal obligation in this respect. However, the registrar wishes to be as helpful as he can in providing his general service, as well as in the aspect mentioned by the hon. Gentleman. The registrar will want to discharge his duties in as helpful a way as possible.
Amendment agreed to.
Amendments made: No. 5, in page 31, line 26, leave out 'twelve months' and insert 'five years'.
No. 6, in page 31, line 28, leave out from 'within' to 'period' in line 29 and insert 'such'.
No. 7, in page 31, line 32, leave out from 'period' to end of line 35 and insert