Most Read Contributor in Hong Kong, September 2016
Originally published 8 March 2010
Keywords: company names, shadow companies,
Companies Ordinance, Companies Registrar, adopting, trade marks,
The Government has recently tabled a bill before the Legislative
Council introducing changes to the company names system. Among
other reforms, the proposal gives the Companies Registrar a power
to substitute company names which are adjudged by the court to be
infringing another's rights. This will, pending any further
reform that might be introduced once the wholesale review of the
Companies Ordinance is completed, enhance the enforcement of court
orders against unscrupulous "shadow companies".
Companies adopting other people's trade marks as part of
their company names are conveniently referred to as "shadow
companies". To tackle the surge of shadow companies in the
past few years, the Government proposed changes to the Companies
Ordinance back in 2008 as part of the rewrite exercise. JSM
published a client alert on the consultation process:
"Consultation Conclusions on Proposed Reform of Company Names
Law" (9 January 2009).
Following the consultation, the Government gazetted and
introduced the Companies (Amendment) Bill earlier this year. The
bill, expected to become law this year, contains provisions on
shadow company names as well as other changes to the company
registration system, notably the introduction of electronic
applications for company registrations.
On the shadow company front, the changes follow the consultation
conclusions and focus on giving the Companies Registrar
("Registrar") a power to replace shadow company names on
its own, without the need to have the shareholders'
co-operation. This new power can be exercised mainly in two
Pursuant to an order by a Hong Kong court restraining the
company from using its name, the Registrar can direct a name change
and go on to replace the name if the company fails to comply with
the direction; or
The Registrar can direct a name change on the ground that the
company name is "too like" an existing one (Section 22(2)
of the Companies Ordinance). If the company does not obey, the
Registrar can substitute the company name.
These reforms seek to address the problem that the Registrar has
no power to effect a name change by itself under the existing law.
At present, only the shareholders can change a company name by way
of a special resolution. If the shareholders ignore a court order,
the trade mark owners are essentially left with an empty court
Assuming the bill becomes law, there are several other points to
It will be up to the plaintiff to report and provide a sealed
copy of the court order to the Registrar; the Registrar will not
actively search for court orders
The Registrar's new power to direct a name change applies
to court orders obtained before the amendment
The Registrar will replace the company name with its company
registration number, with the prefix "Company Registration
A company name replaced under the new power cannot be
re-registered by anyone unless with the Registrar's
As the wholesale review of the Companies Ordinance is
continuing, there could be a chance that the shadow company issue
might be re-visited
We have closely followed the developments in this area and have
made submissions during the consultation process, advocating a
pro-active screening process. With the experience and success that
we have in helping local and overseas clients to tackle company
name abuses, we are confident in offering an even more
comprehensive and thorough action plan in light of the expected
Copyright 2010. JSM, Mayer Brown International LLP
and/or Mayer Brown LLP. All rights reserved. Mayer Brown is a
global legal services organization comprising legal practices that
are separate entities ("Mayer Brown Practices"). The
Mayer Brown Practices are: JSM, a Hong Kong partnership, and its
associated entities in Asia; Mayer Brown International LLP, a
limited liability partnership incorporated in England and Wales;
and Mayer Brown LLP, a limited liability partnership established in
the United States. The Mayer Brown Practices are known as Mayer
Brown JSM in Asia.
This article provides information and comments on legal
issues and developments of interest. The foregoing is not a
comprehensive treatment of the subject matter covered and is not
intended to provide legal advice. Readers should seek specific
legal advice before taking any action with respect to the matters
discussed herein. Please also read the JSM legal publications Disclaimer.
To print this article, all you need is to be registered on Mondaq.com.
Click to Login as an existing user or Register so you can print this article.
This article enunciates the recent, much awaited, and landmark judgment delivered on September 16, 2016 by Hon'ble Delhi High Court throwing light on the important provisions of the Copyright Act, 1962.
Department of Industrial Policy and Promotion recently issued an office memorandum pursuant to receiving representations from various stakeholders for guidance with respect to the applicability of the provisions of Section 31D of the Copyright Act, 1957.
An Invention Disclosure Form is the documentation of the invention. This is a means to document particulars of your invention and submitting it to the patent attorney who is filing your patent application.
The Patents Act 1970, along with the Patents Rules 1972, came into force on 20th April 1972, replacing the Indian Patents and Designs Act 1911. The Patents Act was largely based on the recommendations of the Ayyangar Committee Report headed by Justice N. Rajagopala Ayyangar. One of the recommendations was the allowance of only process patents with regard to inventions relating to drugs, medicines, food and chemicals.
Some comments from our readers… “The articles are extremely timely and highly applicable” “I often find critical information not available elsewhere” “As in-house counsel, Mondaq’s service is of great value”
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).