There are certain restrictions on the registration of company names. As a general rule, a company name will not be registered if :
– it is identical to a name appearing in the Index of Company Names maintained by the Registrar of Company;
– it is identical to a name of a legal person incorporated or established under an ordinance;
– in the opinion of the Registrar, its use would constitute a criminal offense;
– in the opinion of the Registrar, it is offensive or contrary to the public interest.
Also, some company names require the approval of the Registry before they can be registered, using words and phrases in company names set out in the Companies Ordinance or which would give the impression that the company is connected with the government or any department or agency of the government.
A name that is identical to a name that has been the subject of a name change directive will not be registered except with the consent of the Registrar.
In determining whether a corporate name is “identical” to another, certain words and their abbreviations will not be taken into account. These words include the article defined as the first word of a name and the words “company”, “and company”, “company limited”, “and company limited”, “limited”, “unlimited”, “public limited company”, the characters “公司“, “有限公司“, “無限公司” and “公眾有限公司” when they appear at the end of the name. The type or case of letters, spaces between letters, accents, and punctuation marks will not be taken into account.
The following expressions “and” and “&”, “Hong Kong”, “Hong Kong”, and “HK”, “Far-East” and “FE” are to be considered identical respectively.
Also, a Chinese character shall be regarded as identical to another Chinese character if the Registrar is satisfied, having regard to the use of the two characters in Hong Kong, that the two characters can reasonably be used interchangeably.
You can conduct a company name search free of charge through the Company Registry’s Cyber Search Centre or Company Search Mobile Service or its Public Search Centre.
A company name containing a combination of English words/letters and Chinese characters will not be registered. A company can be registered under a Chinese name, but it must be in traditional Chinese characters. A company can also be registered under an English name only or under an English name and a Chinese name. It should be noted that Section 102 of the Companies Ordinance requires that the last word of the English name of a limited liability company must be “Limited”.
A company may pass a special resolution to change its name after incorporation. A “Notice of Change of Company Name” (form NNC2) must be delivered within 15 days of the adoption of the special resolution, together with the required fee, either electronically via the e-Registry portal or in hard copy to the Shroff.
Failure to comply with the name change order issued by the company registrar may result in legal proceedings against the company and/or its managers. The maximum penalty for non-compliance is a fine of $100,000, as well as a daily fine of $2,000 for persistent non-compliance. The Registrar can also change the company name with the company registration number.
The registration of a company name does not automatically confer on the company the right to use its name as a trademark to promote or market goods and services. You must file an application for registration of a trademark with the Trade Marks Registry to obtain protection under the Trade Marks Ordinance (Cap 559).
