When one is registering a company in Zimbabwe, whether a Private Limited Company (PLC) or Private Business Corporation (PBC), through their business consultant (which is the most ideal thing to do in Zimbabwe), they need to submit their name for name reservation and name registration to the registrar of companies.
It is usually recommended that one submits four to five names for consideration in case the one favored the most is rejected. That is the reason why here at Zimbabwe Company Registry our registration forms have ample space to fill in as many names (check out our Private Business Corporation registration form and our Private Limited Company registration form).
However, it is not a guarantee that the names submitted will automatically be registered and reserved.
There are quite some reasons why the registrar may not register a proposed name.
Taking from the Companies Act, this guide will show the reasons why the registrar of companies might reject to reserve and register a proposed company name.
Here are the reasons:
Companies Act [Chapter 24 : 03] : Prohibition of undesirable name
(2 ) No name shall be reserved and no company shall be registered by a name which is identical with that for which a reservation is current or with that of a registered company or a registered foreign company or a private business corporation registered under the Private Business Corporations Act [Chapter 24:11]or which so nearly resembles any such name as to be likely to deceive unless the registered company or registered foreign company or private business corporation, as the case may be, is in liquidation and signifies its consent to the registration in such manner as the Registrar may require.
(3 ) The Registrar may, unless otherwise ordered by the Minister, refuse to register a company by a name which in his opinion is likely to mislead the public or to cause offence to any person or class of persons or is suggestive of blasphemy or indecency or which he considers to be undesirable for any other reason.
(4 ) Where, by any enactment, a person—
(a ) is prohibited from using in his name or in the description or title under which he may carry on business any word or combination of letters, the Registrar shall refuse to register a company by a name which contains such word or combination of letters;
(b ) is prohibited from using in his name or in the description or title under which he may carry on business any word or combination of letters unless he has the permission of an authority specified in that enactment, the Registrar shall refuse to register a company by a name which contains such word or combination of letters unless that authority has indicated that the necessary permission would be given.
(5 ) The Registrar shall refuse to register a company under a name in which the word “Co-operative” or any contraction or imitation thereof forms a part unless the memorandum and articles of the company complies with section thirty-six of the Companies Act [24-03].
(6 ) The Minister may make regulations in terms of section three hundred and sixty of the Companies Act [24-03] prohibiting a company from being registered by a name which includes specified words or words which import or suggest that it enjoys the patronage of a particular person, government or authority and no company shall be registered by a name which includes any such words unless the Minister has consented in writing thereto:
Provided that nothing in this subsection contained shall be construed as preventing the name by which a company is registered under any law in force prior to the date on which that name is so prescribed from being retained on the register as the name of that company.
(7 ) If the Registrar, after due inquiry and considering any evidence that may be placed before him, considers that a company is registered, whether originally or by reason of a change of name, by a name which—
(a ) in his opinion, is likely to mislead the public or to cause offence to any person or class of persons or is suggestive of blasphemy or indecency; or
(b) he considers to be in conflict with the provisions of this section or undesirable for any other reason; he may order the company in writing to change its name, and the company shall thereupon do so within a period of six weeks from the date of the written order or such longer period as the Registrar may see fit to allow:
Provided that the Registrar may not make such an order if a period of more than twelve months has elapsed since the date of the registration of the company or the change of name of the company, as the case may be.
Source: Companies Act [24-03]
Understanding these guidelines and applying them increases the chance of your proposed names being accepted by the registrar for reservation and registration. It also saves time and energy in the whole registration process.
Conclusively, the decision to reserve and register a proposed company name is solely made by the registrar of companies, however guided by the Companies Act [24-03]. The responsibility of the company’s owner is to make sure the company names proposed are in line with what is laid down in the Companies Act as a desirable name.
We hope this article helped with knowing why the registrar can reject your company name.
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