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Companies Act, 2008 (Act No. 71 of 2008)

Chapter 2 : Formation, Administration and Dissolution of Companies

Part A : Reservation and registration of company names

11. Criteria for names of companies

 

 

1) Subject to subsections (2) and (3), a company name—
a) may comprise one or more words in any language, irrespective of whether the word or words are commonly used or contrived for the purpose, together with—
i) any letters, numbers or punctuation marks;
ii) any of the following symbols: +, &, #, @, %, =;
iii) any other symbol permitted by the regulations made in terms of subsection (4); or
iv) round brackets used in pairs to isolate any other part of the name, alone or in any combination; or
b) in the case of a profit company, may be the registration number of the company together with the relevant expressions required by subsection (3).

 

2) The name of a company must—
a) not be the same as—
i) the name of another company, domesticated company,registered external company, close corporation or co-operative;
ii) a name registered for the use of a person other than the company itself or a person controlling the company, as a defensive name in terms of section 12(9), or as a business name in terms of the Business Names Act, 1960 (Act No. 27 of 1960), unless the registered user of that defensive name or business name has executed the necessary documents to transfer the registration in favour of the company;
iii) a registered trade mark belonging to a person other than the company, or a mark in respect of which an application has been filed in the Republic for registration as a trade mark or a well-known trade mark as contemplated in section 35 of the Trade Marks Act, 1993 (Act No. 194 of 1993), unless the registered owner of that mark has consented in writing to the use of the mark as the name of the company; or
iv) a mark, word or expression the use of which is restricted or protected in terms of the Merchandise Marks Act, 1941 (Act No. 17 of 1941), except to the extent permitted by or in terms of that Act;
b) not be confusingly similar to a name, trade mark, mark, word or expression contemplated in paragraph (a) unless-
i) in the case of names referred to in paragraph (a)(i), each company bearing any such similar name is a member of the same group of companies:
ii) in the case of a company name similar to a defensive name or to a business name referred to in paragraph (a)(ii), the company, or a person who controls the company, is the registered owner of that defensive name or business name;
iii) in the case of a name similar to a trade mark or mark referred to in paragraph (a)(iii), the company is the registered owner of the business name, trade mark or mark, or is authorised by the registered owner to use it; or
iv) in the case of a name similar to a mark, word or expression referred to in paragraph (a)(iv), the use of that mark, word or expression by the company is permitted by or in terms of the Merchandise Marks Act, 1941;
c) not falsely imply or suggest, or be such as would reasonably mislead a person to believe incorrectly, that the company—
i) is part of, or associated with, any other person or entity;
ii) is an organ of state or a court, or is operated, sponsored, supported or endorsed by the State or by any organ of state or a court;
iii) is owned, managed or conducted by a person or persons having any particular educational designation or who is a regulated person or entity;
iv) is owned, operated, sponsored, supported or endorsed by, or enjoys the patronage of, any—
aa) foreign state, head of state, head of government, government or administration or any department of such a government or administration; or
bb) international organisation; and
d) not include any word, expression or symbol that, in isolation or in context within the rest of the name, may reasonably be considered to constitute—
i) propaganda for war;
ii) incitement of imminent violence; or
iii) advocacy of hatred based on race, ethnicity, gender or religion, or incitement to cause harm.

 

3) In addition to complying with the requirements of subsections (1) and (2)—
a) if the name of a profit company is the company’s registration number, as contemplated in subsection (1)(b), that number must be immediately followed by the expression ‘‘(South Africa)’’;
b) if the company’s Memorandum of Incorporation includes any provision contemplated in section 15(2)(b) or (c), restricting or prohibiting the amendment of any particular provision of the Memorandum, the name must be immediately followed by the expression ‘‘(RF)’’; and
c) a company name, irrespective of its form or language, must end with one of the following expressions, as appropriate for the category of the particular company:
i) The word ‘‘Incorporated’’ or its abbreviation ‘‘Inc.’’, in the case of a personal liability company.
ii) The expression ‘‘Proprietary Limited’’ or its abbreviation, ‘‘(Pty) Ltd.’’, in the case of a private company.
iii) The word ‘‘Limited’’ or its abbreviation, ‘‘Ltd.’’, in the case of a public company.
iv) The expression ‘‘SOC Ltd.’’ in the case of a state-owned company.
v) The expression ‘‘NPC’’, in the case of a non-profit company.

 

4) The Minister may prescribe-
a) additional commonly recognised symbols for use in company names as contemplated in subsection (1)(a)(iii); and
b) alternative expressions, in any official language, which may be used in substitution for any expression required to follow a company’s name in terms of subsection (3).