• CHAPTER 2 CHAPTER 2 SIMILARITY TO OTHER NAMES

    • 55. Name not to be the same as another on the Registrar's register of company names

      (1) A company must not be registered under these Regulations with a name that is the same as another name appearing in the Registrar's register of company names.
      (2) The Board may make rules supplementing this section.
      (3) The rules may make provision—
      (a) as to matters that are to be disregarded, and
      (b) as to words, expressions, signs or symbols that are, or are not, to be regarded as the same,
      for the purposes of this section.
      (4) The rules may provide—
      (a) that registration by a name that would otherwise be prohibited under this section is permitted—
      (i) in specified circumstances, or
      (ii) with specified consent, and
      (b) that if those circumstances obtain or that consent is given at the time a company is registered by a name, a subsequent change of circumstances or withdrawal of consent does not affect the registration.
      (5) In this section "specified" means specified in the rules made under this section.

    • 56. Power to direct change of name in case of similarity to existing name

      (1) The Registrar may direct a company to change its name if it has been registered in a name that is the same as or, in the opinion of the Registrar, too like—
      (a) the name of the Federal Government of the United Arab Emirates or the Government of any Emirate within the United Arab Emirates,
      (b) the name of a municipality within the United Arab Emirates,
      (c) the name of any public authority specified for the purposes of this section pursuant to rules made by the Board,
      (d) the name of any other person registered with any governmental authority of the United Arab Emirates or of any Emirate within the United Arab Emirates,
      (e) a name appearing at the time of the registration in the Registrar's register of company names, or
      (f) a name that should have appeared in the Registrar's register of company names at that time.
      (2) The Registrar may make rules supplementing this section.
      (3) The rules may make provision—
      (a) as to matters that are to be disregarded, and
      (b) as to words, expressions, signs or symbols that are, or are not, to be regarded as the same,
      for the purposes of this section.
      (4) The rules may provide—
      (a) that no direction is to be given under this section in respect of a name—
      (i) in specified circumstances, or
      (ii) if specified consent is given, and
      (b) that a subsequent change of circumstances or withdrawal of consent does not give rise to grounds for a direction under this section.
      (5) In this section "specified" means specified in rules made under this section.

    • 57. Direction to change name: supplementary provisions

      (1) The following provisions have effect in relation to a direction under section 56 (power to direct change of name in case of similarity to existing name).
      (2) Any such direction—
      (a) must be given within twelve months of the company's registration by the name in question, and
      (b) must specify the period within which the company is to change its name.
      (3) The Registrar may by a further direction extend that period. Any such direction must be given before the end of the period for the time being specified.
      (4) A direction under section 56(power to direct change of name in case of similarity to existing name) or this section must be in writing.
      (5) If a company fails to comply with the direction, a contravention of these Regulations is committed by—
      (a) the company, and
      (b) every officer of the company who is in default.
      For this purpose a shadow director is treated as an officer of the company.
      (6) A person who commits the contravention referred to in subsection (5) shall be liable to a fine of up to level 4.

    • 58. Objection to company's registered name

      (1) A person ("the applicant") may object to a company'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 company and the applicant.
      (2) The objection must be made by application to the Registrar (see section 59 (procedural rules)).
      (3) The company concerned shall be the primary respondent to the application. Any of its members or directors 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 company—
      (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 a company formation business and the company 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 Board may make rules about proceedings brought under section 58 (objection to company's registered name).
      (2) The rules may, in particular, make provision—
      (a) as to how an application is to be made and the form and content of an application or other documents,
      (b) for fees to be charged,
      (c) about the service of documents and the consequences of failure to serve them,
      (d) as to the form and manner in which evidence is to be given,
      (e) for circumstances in which hearings are required and those in which they are not,
      (f) setting time limits for anything required to be done in connection with the proceedings (and allowing for such limits to be extended, even if they have expired),
      (g) enabling the Registrar to strike out an application, or any defence, in whole or in part—
      (i) on the ground that it is vexatious, has no reasonable prospect of success or is otherwise misconceived, or
      (ii) for failure to comply with the requirements of the rules,
      (h) conferring power to order security for costs,
      (i) as to how far proceedings are to be held in public,
      (j) requiring one party to bear the costs of another and as to the taxing the amount of such costs.

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

      (1) The Registrar must, within 90 days of determining an application under section 58 (objection to company's registered name), make his decision and his reasons for it available to the public.
      (2) 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(objection to company's registered name) is upheld, the Registrar shall serve notice—
      (a) requiring the respondent company 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 company 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 to direct change of name in case of similarity to existing name), or
      (b) to give rise to a further application under section 58(objection to company's registered name).
      (3) The notice must specify a date by which the respondent company's name is to be changed and may be enforced in the same way as an order of the Court.
      (4) If the respondent company's name is not changed in accordance with the order by the specified date, the Registrar may determine a new name for the company.
      (5) If the Registrar determines a new name for the respondent company he must give notice of his determination—
      (a) to the applicant, and
      (b) to the respondents.
      (6) For the purposes of this section a company's name is changed when the change takes effect in accordance with section 69(1)(change of name: effect).

    • 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 (objection to company's registered name).
      (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 company'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's 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 company it must give notice of the determination—
      (a) to the parties to the appeal, and
      (b) to the Registrar.