Author: Al Skilton
Last saved by: Neil White
Company: IPO

O-304-18

ORDER under the Companies Act 2006

In the matter of application

No. 1668 by INTERNATIONAL BUSINESS MACHINES CORPORATION

For a change of company name of registration

No. 11006090

DECISION

The company name IBMDC LTD has been registered since 10 October 2017 under number 11006090.

By an application filed on 15 January 2018, INTERNATIONAL BUSINESS MACHINES CORPORATION applied for a change of name of this registration under the provisions of section 69(1) of the Companies Act 2006 (the Act).

A copy of this application was sent to the primary respondent’s registered office on 5 February 2018 in accordance with rule 3(2) of the Company Names Adjudicator Rules 2008. The copy of the application was sent by Royal Mail special delivery. On the same date, the Tribunal wrote to Ms Roseita Royce (the respondent’s Director) to inform her that the applicant had requested that she be joined to the proceedings.  No reply was received. On 27 March 2018, Ms Roseita Royce was joined as a co-respondent and the parties were advised that no defence had been received to the application and so the adjudicator may treat the application as not being opposed.  The parties were granted a period of 14 days to request a hearing in relation to this matter, if they so wished.  No request for a hearing was made.

The primary respondent did not file a defence within the one month period specified by the adjudicator under rule 3(3).  Rule 3(4) states

“The primary respondent, before the end of that period, shall file a counter-statement on the appropriate form, otherwise the adjudicator may treat it as not opposing the application and may make an order under section 73(1).”

Under the provisions of this rule, the adjudicator may exercise discretion so as to treat the respondent as opposing the application.  In this case I can see no reason to exercise such discretion and, therefore, decline to do so.

As the primary respondent has not responded to the allegations made, it is treated as not opposing the application.  Therefore, in accordance with section 73(1) of the Act I make the following order:

(a)	IBMDC LIMITED shall change its name within one month of the date of this order to one that is not an offending name; 

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 to be the subject of a direction under section 67 (power of Secretary of State to direct change of name), or to give rise to a further application under section 69.

	(b)	IBMDC LIMITED and Ms Roseita Royce shall:

(i)  take such steps as are within their power to make, or facilitate the making, of that change;

(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.

In accordance with s.73(3) of the Act, this order may be enforced in the same way as an order of the High Court or, in Scotland, the Court of Session.

In any event, if no such change is made within one month of the date of these orders, I will determine a new company name as per section 73(4) of the Act and will give notice of that change under section 73(5) of the Act.

All respondents, including individual co-respondents, have a legal duty under Section 73(1)(b)(ii) of the Companies Act 2006 not to cause or permit any steps to be taken calculated to result in another company being registered with an offending name; this includes the current company.  Non-compliance may result in an action being brought for contempt of court and may result in a custodial sentence.  

INTERNATIONAL BUSINESS MACHINES CORPORATION having been successful, are entitled to a contribution towards their costs.  I order IBMDC LTD and Ms Roseita Royce, being jointly and severally liable, to pay INTERNATIONAL BUSINESS MACHINES CORPORATION costs on the following basis:

Fee for application:		£400
Statement of case:		£200

Total:				£600

This sum is to be paid within seven days of the expiry of the appeal period or within seven days of the final determination of this case if any appeal against this decision is unsuccessful.

Any notice of appeal against this decision to order a change of name must be given within one month of the date of this order.  Appeal is to the High Court in England, Wales and Northern Ireland and to the Court of Session in Scotland.  

The company adjudicator must be advised if an appeal is lodged, so that implementation of the order is suspended.
  
Dated this	day of May 2018

Oliver Morris
Company Names Adjudicator