Section 22 of the Companies Act 1997 contains one requirement and two sets of prohibitions.
Section 22(1) — “Limited”
The registered name of a company shall end with the word “Limited” where the liability of the shareholders of the company is limited.
The requirement is conditional. Under section 11(c) a company must have one or more shareholders having limited or unlimited liability; only where liability is limited must the name end with “Limited”. Unlimited companies are rare but permitted, and they do not carry the word.
Under section 26(3), “Ltd” may be used instead of “Limited” — along with “Co” or “Coy” for “Company” and “&” for “and”.
It is an offence to use the word “limited”, or an abbreviation of it, in a way that suggests a business is a limited company when it is not. The word is a warning to creditors that the people behind the business are not personally liable for its debts; misusing it misleads them about who they can sue.
Section 22(2) — names that cannot be registered
(a) the use of which would contravene any law; or
(b) that is identical or almost identical to the name of another company; or
(c) that is identical or almost identical to a name that the Registrar has already reserved and that is still available for registration.
| Paragraph | What it catches |
|---|---|
| (a) | Names restricted by other statutes — banking and financial words under the Banks and Financial Institutions Act 2000, protected national words, and names whose use would infringe a registered trade mark or amount to passing off |
| (b) | Duplication of an existing company’s name, including names differing only by punctuation, spacing, an abbreviation permitted by s 26(3), or a word such as “PNG” or “Holdings” tacked on |
| (c) | Duplication of a name someone else has reserved and whose two-month window is still open |
The Act does not define the phrase. It is plainly wider than “identical” and plainly narrower than the trade mark test of deceptively similar in section 1(3) of the Trade Marks Act (Chapter 385). Two companies may lawfully have similar-sounding names on the companies register while one of them is nevertheless infringing the other’s registered mark. The registers do different jobs.
Section 22(3) — names needing the Minister’s consent
(a) undesirable; or
(b) misleading, deceptive or offensive; or
(c) a name, or a name of a kind, that the Minister has directed the Registrar not to accept for registration.
Note the structure. The Registrar forms the opinion; the Minister can consent notwithstanding it. In practice, names caught by subsection (3) include those suggesting:
- Government or official status — “National”, “State”, “Authority”, “Commission”, or a provincial name used in a way implying sponsorship;
- A regulated activity the company is not licensed for — bank, insurer, trustee, university;
- A connection that does not exist — with a well-known enterprise, a church, or a customary group; or
- Offensive matter, including matter offensive to a section of the community or appropriating sacred or clan subject matter without authority.
If a name should not have been allowed
Where the Registrar believes on reasonable grounds that the name under which a company is registered should not have been allowed, the Registrar may serve written notice requiring the company to change its name by a specified date — not less than one month after service.
If the company does not comply, the Registrar may enter a new name selected by the Registrar, and must then issue a certificate of incorporation recording it. See directions to change a name.
Separately, a person with earlier rights may act outside this Act — by trade mark infringement proceedings under section 53 of the Trade Marks Act, or in passing off. A company name registration is no answer to either.
Choosing a name that will survive
- Pick something distinctive, not descriptive. Descriptive names collide under section 22(2)(b) and are weak as trade marks.
- Search three registers — companies, business names, and trade marks.
- Avoid words implying official status or a regulated activity unless you hold the licence.
- Check the customary and cultural dimension before using clan, place or ceremonial words.
- Get the ending right — “Limited” or “Ltd” if liability is limited.
- Reserve early and lodge quickly — the reservation lasts two months.
- File a trade mark application for the brand you will actually trade under.
Sources
- Companies Act 1997 — ss 11, 21–26, 424
- Trade Marks Act (Chapter 385) — ss 1, 19, 49, 53
- Banks and Financial Institutions Act 2000
- Business Names Act (Chapter 145)
Before relying on anything here, read the current text of the Companies Act 1997 and check for later amendments. If a decision matters to you, get advice — start with the Office of the Public Solicitor, or find a firm in the law firms directory.