How to determine whether a company has the same or similar name? Interpretation of the Companies Ordinance

From large corporations to start-ups, every company wants to have a unique name that emphasizes its business and values. However, did you know that there are certain rules we need to follow when choosing a company name? According to the Companies Ordinance, a new company name cannot be “identical” or “too similar” to an existing name. But where do we draw the line between “identical” and “too similar”? This article will explain how to determine whether two company names are identical under sections 100(1)(a), (b), (2)(c) and 108(1)(a), (b) or too similar under section 108(1)(a), (b) of the CO.

Same company name? Basic Rules for Comparison of Company Names

In comparing names, the CO states that we need to be aware that definite articles at the beginning of a name will be ignored. In addition, the following words or abbreviations at the end of the name will also be ignored:

“company”;

“and company”;

“company limited”;

company limited”; “and company limited”; “limited”; “limited”; “limited”; “limited”; “limited”;

“limited”;

“unlimited”;

“public limited company”;

“company”;

“limited company”;

“unlimited company”;

“public limited company”;

Comparison of Company Names

When comparing company names, the Companies Ordinance also states that the following details can be overlooked:

The font and case of the letters;

Spaces between letters;

diacritical marks;

Punctuation marks;

Words and phrases deemed to be “identical”, for example:

Certain words and phrases are treated as identical when compared.

“and” and “&”;

“Hong Kong”;

“Hongkong” and “HK”;

“Far East” and “FE”, and so on.

Special Considerations for Chinese Names

When comparing Chinese company names, if the Registrar of Companies is of the opinion that two different Chinese characters can be used interchangeably after taking into account the usage of the two characters in Hong Kong, then the two characters will be regarded as the same.

Through the above interpretation, we can have a clearer understanding of the CO’s requirements for determining whether a company name is identical or too similar.

Registrar’s power to require a company with excessively similar names to change its registered name

Under the CO, the Registrar has the power to require a company to change its registered name by notice in writing under certain circumstances. These circumstances include

the registered name is the same as another name in the Index of Company Names, or the Registrar is of the opinion that the name is too similar to that other name;

the registered name is the same as the name of a body corporate established under another Ordinance or, in the opinion of the Registrar, is too similar to the name of that body corporate;

misleading information has been given for the purpose of registering the company by that name;

any undertaking or assurance given for the purpose of the registration of the company by that name has not been fulfilled;

In addition, the Registrar is also empowered to require a company to change its name if the company has been enjoined by a court from using the name after registration and an official copy of the order and a notice of compliance have been filed with the Registrar.

There is a time limit for the Registrar to issue a direction to change the name:

If it is because the names are the same or similar, the direction must be given within 12 months from the date of registration;

If it is due to the provision of misleading information or failure to fulfill a promise or warranty, the direction must be given within 5 years after the date of registration;

The Registrar may by notice in writing extend the period before the end of the period for which the direction is given. If a company fails to comply with the Registrar’s direction within the specified period or the extended period, the company and every responsible person of the company will be deemed to have committed an offence and may be liable to a fine at level 6. If the offense persists, a further fine of $2,000 may be imposed for each day the offense continues. The above information is provided for your reference. If you have any questions or would like to know more about filing tax returns (personal tax return, corporate tax return, accountant tax return), we welcome you to contact our professional advisors and will provide you with a free quote and consultation service at a later date.