• 8. 8. Similarity to other name in which person has goodwill

    Sections 58 to 62 apply to LLPs, modified so that they read as follows —

    • 58. Objection to LLP's registered name

      (1) A person ("the applicant") may object to an LLP's registered name on the ground —
      (a) that it is the same as a name associated with the applicant in which he has goodwill, or
      (b) that it is sufficiently similar to such a name that its use in the Abu Dhabi Global Market would be likely to mislead by suggesting a connection between the LLP and the applicant.
      (2) The objection must be made by application to the Registrar (see section 59 (procedure rules)).
      (3) The LLP concerned shall be the primary respondent to the application. Any of its members may be joined as respondents.
      (4) If the ground specified in subsection (1)(a) or (b) is established, it is for the respondents to show —
      (a) that the name was registered before the commencement of the activities on which the applicant relies to show goodwill, or
      (b) that the LLP —
      (i) is operating under the name, or
      (ii) is proposing to do so and has incurred substantial start-up costs in preparation, or
      (iii) was formerly operating under the name and is now dormant, or
      (c) that the name was registered in the ordinary course of an LLP formation business and the LLP is available for sale to the applicant on the standard terms of that business, or
      (d) that the name was adopted in good faith, or
      (e) that the interests of the applicant are not adversely affected to any significant extent.
      If none of those is shown, the objection shall be upheld.
      (5) If the facts mentioned in subsection (4)(a), (b) or (c) are established, the objection shall nevertheless be upheld if the applicant shows that the main purpose of the respondents (or any of them) in registering the name was to obtain money (or other consideration) from the applicant or prevent him from registering the name.
      (6) If the objection is not upheld under subsection (4) or (5), it shall be dismissed. (7) In this section "goodwill" includes reputation of any description.

    • 59. Procedural rules

      (1) The Companies Regulations (Name Adjudication) Rules 2015 apply to LLPs.
      (2) As they apply to LLPs, omit —
      (a) in rule 3(6) (persons joined as respondent), the reference to a director of the primary respondent,
      (b) rule 13(2) (registered office treated as address for service).

    • 60. Decision of Registrar to be made available to public

      (3) The Registrar must, within 90 days of determining an application under section 58, make his decision and his reasons for it available to the public.
      (4) He may do so by means of a website or by such other means as appear to him to be appropriate.

    • 61. Order requiring name to be changed

      (1) If an application under section 58 is upheld, the adjudicator shall make an order —
      (a) requiring the respondent LLP to change its name to one that is not an offending name, and
      (b) requiring all the respondents —
      (i) to take all such steps as are within their power to make, or facilitate the making, of that change, and
      (ii) not to cause or permit any steps to be taken calculated to result in another LLP being registered with a name that is an offending name.
      (2) 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 —
      (a) to be the subject of a direction under section 56 (power of Registrar to direct change of name), or
      (b) to give rise to a further application under section 58.
      (3) The order must specify a date by which the respondent LLP's name is to be changed and may be enforced in the same way as an order of the Court,
      (4) If the respondent LLP's name is not changed in accordance with the order by the specified date, the Registrar may determine a new name for the LLP.
      (5) If the Registrar determines a new name for the respondent LLP he must give notice of his determination —
      (a) to the applicant, and
      (b) to the respondents.
      (6) For the purposes of this section an LLP's name is changed when the change takes effect in accordance with section 12(3) of the Limited Liability Partnerships Regulations 2015.

    • 62. Appeal from Registrar's decision

      (1) An appeal lies to the Court from any decision of the Registrar to uphold or dismiss an application under section 58.
      (2) Notice of appeal against a decision upholding an application must be given before the date specified in the Registrar's notice by which the respondent LLP's name is to be changed.
      (3) If notice of appeal is given against a decision upholding an application, the effect of the Registrar's notice is suspended.
      (4) If on appeal the Court —
      (a) affirms the decision of the Registrar to uphold the application, or
      (b) reverses the decision of the Registrar to dismiss the application, the Court may (as the case may require) specify the date by which the Registrar' notice is to be complied with, remit the matter to the Registrar or make any order or determination that the Registrar might have made.
      (5) If the Court determines a new name for the LLP it must give notice of the determination —
      (a) to the parties to the appeal, and
      (b) to the Registrar."