Explanation on names
“Same As” Names
‘Same as’ names includes those where the only difference to an existing name is:
- certain punctuation
- certain special characters, for example the ‘plus’ sign
- a word or character that’s similar in appearance or meaning to another from the existing name.
‘Pats Ke Ltd’ and ‘Pat’s Ltd’ are the same as ‘Pats Ltd’.
Note: You can only register a ‘same as’ name if:
- Your company is part of the same group as the company or Limited Liability Partnership (LLP) with the existing name.
- you have written confirmation that the company or LLP has no objection to your new name (letter of no objection).
‘Same as’ rules exceptions
For purposes of Section 57(2) of the Companies Act 2015, a company (the applicant company) may be registered by a proposed name that is the same as, or similar to—
- the name of an existing company; or
- a name already reserved for a proposed company that is proposed to be registered.
The conditions are :
- the existing company consents, or the promoters of the proposed company, consent, to the proposed name being the name of the applicant company;
- the applicant company forms, or is to form, part of the same group as the existing company or the proposed company;
- the applicant company provides the Registrar with a copy of a statement made by that corporation specifying—
- the consent of the existing company or the promoters of the proposed company as referred to in subparagraph (a); and
- that the applicant company forms, or is to form, part of the same group as the existing company.
‘Too like’ names
You may have to change your name if someone complains and Registrar agrees it’s ‘too like’ a name in the index of registered companies before yours.
‘Danny Electriconics For You Ltd’ is the same as ‘DZ Electrix 4U Ltd’
Registrar of companies will contact, you if they think that your name is too like another company – you will be given a directive to change name.
Adequacy of certain descriptions of companies
The description of a company is not inadequate or incorrect only because the company
- uses the abbreviation “Co.” or “Coy.” instead of the word “Company” contained in the name of the company;
- uses the abbreviation “Ltd.” instead of the word “Limited” contained in the name of the company;
- uses the symbol “&” instead of the word “and” contained in the name of the company;
- uses any of those words instead of the corresponding abbreviation or symbol contained in the name of the company; or
- uses any type or case of letters, spaces between letters, accents or punctuation marks that are not the same as those appearing in the name of the company; or
- inserts uses or omits the word “The” or “the” as the first word in its name.
Display of registered name
- Registered name at registered office and business venue.
- Registered name to appear in communication documents (hard copy and electronic), in any transaction instrument of the company and on any website of the company.
Direction for change of name
The Registrar of companies do have power under Section 58 of Companies Act, 2015 to direct a company to change its name if it has been registered by a name that is the same as or, in the opinion of the Registrar, too similar to –
- a name appearing at the time of the registration in the Registrar's index of company names; or
- a name that should have appeared in that index at that time.
The Registrar of company normally gives 30 Days period to comply with the change of name directive. Failure to comply, the Registrar will strike off the company from the Register.
Limited Liability Partnership
The Registrar may give a direction for change of name if the name is undesirable, identical or nearly resembles the name of any other limited partnership or company or a business name as to be likely to be mistaken. The direction may be given whether the name was registered through inadvertence, mistake or otherwise and whether at the time the partnership was first registered or when it changed its name.
NOTE: Failure of the Limited Liability Partnership to comply with the change of name directive (within 6 weeks), it commits an offence and is liable on conviction to a fine not exceeding kshs.50,000/=