29.     Name to be reserved

            The Registrar shall not register a company under a name or register a change of the name of a company unless the name has been reserved.

30.     Name of company if liability of shareholders limited and if a private company

            (1) Unless a licence has been granted under section 31, the registered name of a company other than a close company, shall end with the word "Limited" .

            (2) If the company is a private company, the word "Proprietary" shall be added before the word "Limited" .

            (3) If the company is a close company the designation CC in capital letters shall be added to the name of the close company.

31.     Power to dispense with "Limited"

            (1) Where it is proved to the satisfaction of the Minister that an association about to be formed as a company is to be formed as a limited company for promoting commerce, art, science, religion, charity or any other useful object, and intends to apply its profits or other income in promoting its objects, and to prohibit the payment of any dividend to its members, the Minister may direct that the association be registered as a company, without the addition of the word "Limited" to its name, and the association may be registered accordingly.

            (2) A direction under this section may be granted on such conditions (including the maximum area of land the company may hold) as the Minister considers appropriate, and those conditions shall be binding on the association, and shall, if the Minister so directs, be inserted in the constitution.

            (3) The association shall, on registration, enjoy all the privileges of limited companies, and be subject to all their obligations, except those of using the word "Limited" as any part of its name, and of publishing its name, and of sending lists of members and directors and managers to the Registrar.

            (4) A direction under this section may at any time be revoked by the Minister, and upon revocation the Registrar shall enter the word "Limited" at the end of the name of the association in the register, and the association shall cease to enjoy the exemptions and privileges granted by this section.

            (5) No direction under this section may be revoked unless the Minister has given to the association notice in writing of his intention and has afforded the association an opportunity of being heard in opposition to the revocation.

            (6) Where, as a result of a direction given under subsection (1), the constitution includes a provision that the constitution shall not be altered except with the consent of the Minister, the company may not, by special resolution alter any provision of the constitution.

            (7) Where a direction under this section is revoked, the constitution may be altered by special resolution so as to remove any provision in, or to the effect that, the constitution may be altered only with the consent of the Minister.

            (8) A private company which has been the subject of a direction under this section need not include the word "Proprietary" in its name.

32.     Application for reservation of name

            (1) The Registrar shall, on written application by the applicant, reserve a name pending registration of a company or a change of name of an existing company; and such reservation shall be for a period of 30 days or such longer period not exceeding 60 days as the Registrar may, for special reasons, allow.

            (2) An application for the reservation of the name of a company shall be made to the Registrar in the prescribed form.

            (3) The Registrar may not reserve a name and no company may be registered by a name-

     (a)     the use of which would contravene the Banking Act or any other enactment;

     (b)     that is identical or almost identical to, the name of a registered company or a registered external company or a statutory corporation, or to a name registered under the Registration of Business Names Act, unless the registered company, the registered external company or the business is in liquidation or insolvency and signifies its consent to the registration in such manner as the Registrar may require;

     (c)     that is identical or almost identical to a name that the Registrar has already reserved under this Act or the repealed Act and that is still available for registration; or

     (d)     that, in the opinion of the Registrar, is calculated to mislead the public or cause offence to a person or any class of persons or is suggestive of blasphemy or indecency.

            (4) The Registrar shall, within 10 working days of the date the application was received, advise the applicant by notice in writing-

     (a)     whether or not he has reserved the name; and

     (b)     If the name has been reserved, that unless the reservation is sooner revoked by the Registrar, the name is available for registration of a company with that name or on a change of name, for the period of time stated in the notice.

33.     Name of company

            Except with the Minister’s written consent, no company, including an external company, shall be registered under a name which includes-

     (a)     the word "Authority", "Commonwealth", "co-operative", "Government", "National", "President", "Presidential", "Regional" or "State",

     (b)     the combined words "United Nations"; or

     (c)     any other word which, in the Registrar’s opinion suggests, or is likely to suggest, that it enjoys the patronage of the Government or of a statutory corporation, or of the Government of any other State or of a department of any such Government or of the General Assembly of the United Nations.

34.     Change of name

            (1) An application to change the name of a company shall -

     (a)     be in the prescribed form;

     (b)     be accompanied by a notice reserving the name; and

     (c)     subject to the constitution of the company, be made by a director of the company, with the approval of a special resolution of the company.

            (2) Subject to its constitution, an application to change the name of a company is not an amendment of the constitution of the company for the purposes of this Act.

            (3) The Registrar shall not enter a change of name in the register until 14 days after he has publicised, by notice in the Gazette, the application made to him for the change of name of the company.

            (4) At the expiry of the 14 days after publication of the Gazette under subsection (3), the Registrar shall -

     (a)     enter the new name of the company in the register of companies; and

     (b)     issue a certificate of incorporation for the company recording the change of name of the company.

            (5) A change of name of a company -

     (a)     takes effect from the date of the certificate issued under subsection (4); and

     (b)     does not affect the rights or obligations of the company, or legal proceedings by or against the company, and legal proceedings that might have been continued or commenced against the company under its former name may be continued or commenced against it under its new name.

35.     Direction to change name

            (1) If the Registrar believes on reasonable grounds that the name under which a company is registered should not have been reserved, he may serve written notice on the company to change its name by a date specified in the notice, being a date not less than 20 working days after the date on which the notice is served.

            (2) If the company does not change its name within the period specified in the notice, the Registrar may enter, on the register of companies, a new name for the company selected by the Registrar, being a name under which the company may be registered under this Part.

            (3) If the Registrar registers a new name under subsection (2)-

     (a)     he shall issue a certificate of incorporation for the company recording the new name of the company, and section 34(4) of this Act shall apply in relation to the registration of the new name as if the name of the company had been changed under that section;

     (b)     he shall, within 14 days of the date of entry of the new name in the register, publicise the new name of the company by notice in the Gazette; and

     (c)     the company shall pay to the Registrar the costs of the advertisement published under paragraph (b).

36.     Use of Company name

            (1) A company shall ensure that its name is clearly stated in-

     (a)     every written communication sent by, or on behalf of, itself; and

     (b)     every document issued or signed by, or on behalf of, itself that evidences or creates a legal obligation of the company.

            (2) Where-

     (a)     a document that evidences or creates a legal obligation of a company is issued or signed by or on behalf of the company; and

     (b)     the name of the company is incorrectly stated in the document, every person who issued or signed the document is liable to the same extent as the company if the company fails to discharge the obligation.

            (3) Liability under subsection (2) shall not be applicable where-

     (a)     the person who issued or signed the document proves that the person in whose favour the obligation was incurred was aware at the time the document was issued or signed that the obligation was incurred by the company; or

     (b)     the court is satisfied that it would not be just and equitable for the person who issued or signed the document to be so liable.

            (4) For the purposes of subsections (1), (2) and (3) and of section 177, relating to the manner in which a company may enter into contracts and other obligations, a company may use a generally recognised abbreviation of a word or words in its name if it is not misleading to do so and in particular may use the abbreviation ‘‘Ltd’’ and ‘‘Pty’’ for the words ‘‘Limited’’ and ‘‘Proprietary’’ .

            (5) If, within the period of 12 months immediately preceding the giving by a company of any public notice, the name of the company was changed, the company shall ensure that the notice states -

     (a)     that the name of the company was changed in that period; and

     (b)     the former name or names of the company.

            (6) If a company fails to comply with subsection (1) or subsection (4) -

     (a)     the company shall be guilty of an offence and liable to the penalty set out in section 492(1); and

     (b)     every director of the company shall be guilty of an offence and liable to the penalty set out in section 493(1).