Companies (Amendment) Ordinance targets shadow companies
On 10th December 2010 Parts 1, 3, 4, 6 and 8 of the Companies (Amendment) Ordinance 2010 came into effect. Part 3 of the ordinance concerns company names and is targeted at strengthening the power of the companies registrar to tackle the problem of shadow companies within the company registration process. The main provisions are as follows:
- A company must not be registered under a name that is the same as a name for which the registrar has issued a direction to change under Section 22(2) (the "too-like name" provision). Section 22(2) provides that where a company has been registered by a name which is the same as or, in the opinion of the registrar, too like a name of any prior registered company, the registrar may, within 12 months of registration of that company, direct that company to change its name.
- On receipt of a court order restraining a company from using its name or any part of the name, the registrar can direct such company to change its name within a specified period. If the company fails to comply with the registrar’s direction, the registrar can substitute the name of the company with a new name consisting of the words "Company Registration Number” followed by the company’s registration number as stated in its certificate of incorporation. Similarly, the registrar may exercise such power of substitution in cases where a company fails to comply with the registrar’s direction to change its name pursuant to Section 22(2).
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