Business Names Registration Act (Gibraltar)

Business Names Registration Act

Published: 1918-10-22

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Business Names Registration

1918-21

BUSINESS NAMES REGISTRATION ACT

Principal Act

Act. No. 1918-21 Commencement 22.10.1918

Assent 22.10.1918

Amending

enactments

Relevant current

provisions

Commencement

date

Acts. 1918-27 s. 16(1)

1935-08 ss. 7 and 9

1953-14 ss. 2(3), (4) and (5), 3, 5(1), 15,

16, 20(1) and Sch.

1980-04 s. 2A(2)

1983-12 ss. 18(1) and 19(1)

1990-51 ss. 2A(1) and (3), 9, 11, 12(1), 13,

15 and 20(2)

15.11.1990

1999-34 ss. 2(1) and (3), 2A(1) and (2), 3(a)

and (b), 5(1)(d), (e), (g) and (h),

8, 9, 11, 12(1), 13(1) and (2), 14,

14A, 15(1), 16(1), (3) and (4),

19(1) and (2), 20(1)(a) and (b),

(2), (3) and (4), Sch

1.1.2000

2013-18 s. 2 19.9.2013

2014-32 ss. 13(2) & 14A.(1) 27.11.2014

Delegation to the Registrar of the powers of the Governor under ss.8 and 12

by notice of 6 May 1958 appears under the title Interpretation and General

Clauses.

English sources

Registration of Business Names Act 1916 (6 & 7 Geo. 5 c.58)

Companies Act 1947 (10 & 11 Geo. 6 c.47).

Business Names Registration

1918-21

ARRANGEMENT OF SECTIONS.

Section

1. Short title.

2. Interpretation.

2A. Registrar.

3. Firms and persons to be registered.

4. Registration by nominee, etc.

5. Manner and particulars of registration.

6. Statement to be signed by persons registering.

7. Time for registration.

8. Registration of changes in firm.

9. Penalty for default in registration.

10. Disability of persons in default.

11. Penalty for false statements.

12. Duty to furnish particulars to the Registrar.

13. Registrar to file statement and issue certificate of registration.

14. Index to be kept.

14. Annual Statement of Particulars.

15 Removal of names from register.

16. Misleading business names.

17. Renumbered as 2A.

18. Inspection of statements registered.

19. Rules.

20. Publication of true names, etc.

21. Offences by corporations.

SCHEDULE.

Particulars to be furnished by Nominee, Trustee or General Agent.

Business Names Registration

1918-21

AN ACT TO PROVIDE FOR THE REGISTRATION OF FIRMS AND

PERSONS CARRYING ON BUSINESS UNDER BUSINESS NAMES

AND FOR PURPOSES CONNECTED THEREWITH.

Short title.

1.This Act may be cited as the Business Names Registration Act.

Interpretation.

2. (1) In this Act, unless the context otherwise requires,–

“business” includes profession and the establishment or operation of a

website–

(a) in or from within Gibraltar; or

(b) through an internet service provider in Gibraltar,

in connection with or for the purpose of promoting in any way any

trade, business or profession whatsoever and wherever situated;

“business name” means the name or style under which any business is

carried on, whether in partnership or otherwise;

“firm” means an unincorporate body of two or more individuals, or one

or more individuals and one or more corporations, or two or more

corporations, who have entered into partnership with one another

with a view to carrying on business for profit;

“foreign firm” means any firm, individual or corporation whose principal

place of business is situate outside Gibraltar;

“individual” means a natural person and does not include a corporation;

“initials” include any recognised abbreviation of a fore name;

“Minister” means the Minister with responsibility for finance;

“Registrar” means the Registrar of Business Names appointed by section

2A;

“showcards” mean cards containing or exhibiting articles dealt with, or

samples or representations thereof.

(1916 c.58, s.25).

(1916 c.58, s.22;

1947 c.47,

s.116).

Business Names Registration

1918-21

(2) In the case of a peer or person usually known by a British title

different from the surname, the title by which he is known shall be

substituted in this Act for his surname.

(3) References in this Act to a former fore name or surname shall not, in

the case of a married woman, include the name or surname by which she

was known previous to her marriage, and, in the case of any person shall not

include a former fore name or surname where that name or surname has

been changed or disused before the person bearing the name had attained the

age of eighteen years or has been changed or disused for a period of not less

than twenty years.

(4) References in this Act to a change of name shall not include, in the

case of a peer or a person usually known by a British title different from his

surname, the adoption of or succession to the title.

(5) An individual or firm shall not require to be registered under this Act

by reason only of a change of his name, or of the name of a member of the

firm, if the change has taken place before the person who has changed his

name has attained the age of eighteen years or if not less than twenty years

have elapsed since it took place.

Registrar.

2A. (1) The Registrar of Business Names shall be the person designated by

the Minister for this purpose.

(2) The Minister may designate one or more assistant registrars of

business names, and any assistant registrar so designated may, subject to any

directions given to him by the Registrar, exercise all the powers and perform

all the duties of the Registrar under this Act.

(3) The Registry of the Supreme Court or such other place as the

Minister may appoint by notice in the Gazette shall be the office for the

registration of firms and persons under this Act.

Firms and persons to be registered.

3. Subject to the provisions of this Act,–

(a) every firm having a place of business in Gibraltar and carrying

on business under a business name which does not consist of

the true surnames of all partners who are individuals and the

corporate names of all partners who are corporations without

any addition other than the true fore names of individual

partners or initials of such fore names;

(1916 c.58, s.1;

1947 c.47, s.58).

Business Names Registration

1918-21

(b) every individual having a place of business in Gibraltar and

carrying on business under a business name which does not

consist of his true surname without any addition other than his

true fore names or the initials thereof;

who, or a member of which, has either before or after the

passing of this Act changed his name, except in the case of a

woman in consequence of marriage; and

(d) every company as defined in the Companies Act 1 having a place

of business in Gibraltar and carrying on business under a

business name which does not consist of its corporate name,

shall be registered in the manner directed by this Act:

Provided that–

(i) where the addition merely indicates that the business is

carried on in succession to a former owner of the

business, that addition shall not of itself render

registration necessary; and

(ii) where two or more individual partners have the same

surname, the addition of an “s” at the end of that

surname shall not of itself render registration necessary;

and

(iii) where the business is carried on by an official trustee in

bankruptcy or a receiver or manager appointed by any

court, registration shall not be necessary; and

(iv) a purchase or acquisition of property by two or more

persons as joint tenants or tenants in common is not of

itself to be deemed carrying on a business whether or not

the owners share any profits arising from the sale

thereof.

Registration by nominee, etc.

4. Where a firm, individual or corporation having a place of business in

Gibraltar carries on the business wholly or mainly as nominee or trustee of

or for another person, or other persons, or another corporation, or acts as

general agent for any foreign firm, the first-mentioned firm, individual or

1 1930-07

(1916 c.58, s.2).

Business Names Registration

1918-21

corporation shall be registered in a manner provided by this Act, and, in

addition to the other particulars required to be furnished and registered,

there shall be furnished and registered the particulars mentioned in the

Schedule:

Provided that where the business is carried on by an official trustee in

bankruptcy or a receiver or manager appointed by any court, registration

under this section shall not be necessary.

Manner and particulars of registration.

5. (1) Every firm or person required under this Act to be registered shall

furnish by sending by post or delivering to the Registrar at the register office

a statement in writing in the prescribed form containing the following

particulars:–

(a) the business name;

(b) the general nature of the business;

(d) where the registration to be effected is that of a firm, the present

fore name and surname, any former fore name or surname, the

nationality, the usual residence, and the other business

occupation (if any) of each of the individuals who are partners,

and the corporate name and registered or principal office of

every corporation which is a partner;

(e) where the registration to be effected is that of an individual, the

present fore name and surname, any former fore name and

surname, the nationality, the usual residence, and the other

business occupation (if any) of such individual;

(f) where the registration to be effected is that of a corporation, its

corporate name and registered or principal office; and

(g) the date of the commencement of the business;

(h) where the firm or person is–

(i) licensed under the Financial Services Act, 1989; or

(ii) authorised under the Banking Act, 1992 or the Financial

Services Act, 1998;

(1916 c.58, s.3).

Business Names Registration

1918-21

(iii) licensed or authorised in accordance with a Community

requirement other than one falling within sub-paragraphs

(i) or (ii),

or is required to be so licensed or authorised, evidence of the

consent of the competent authority under the relevant legislation

to the proposed business name.

(2) Where a business is carried on under two or more business names,

each of those business names must be stated.

Statement to be signed by persons registering.

6. The statement required for the purpose of registration must in the case of

an individual be signed by him, and in the case of a corporation by a

director or secretary thereof, and in the case of a firm either by all the

individuals who are partners, and by a director or the secretary of all

corporations which are partners or by some individual who is a partner, or a

director or the secretary of some corporation which is partner, and in either

of the last two cases must be verified by a statutory declaration made by the

signatory:

Provided that no such statutory declaration stating that any person other

than the declarant is a partner, or omitting to state that any person other than

the declarant is a partner, shall be evidence for or against any such other

person in respect of his liability or non-liability as a partner, and that the

Supreme Court may, on application of any person alleged or claiming to be

a partner, direct the rectification of the register and decide any question

arising under this section.

Time for registration.

7. The particulars required to be furnished under this Act shall be furnished

within fourteen days after the firm or person commences business, or the

business in respect of which registration is required, as the case may be.

This section shall apply, in the case where registration is required in

consequence of a change of name, as if for references to the date of the

commencement of the business there were substituted references to the date

of such change.

Registration of changes in firm.

8. Whenever a change is made or occurs in any of the particulars registered

in respect of any firm or person such firm or person shall, within fourteen

days after such change, or such longer period as the Registrar may, on

application being made in any particular case, whether before or after the

expiration of such fourteen days, allow, furnish by sending by post or

(1916 c.58, s.4).

(1916 c.58, s.5).

(1916 c.58, s.6).

Business Names Registration

1918-21

delivery to the Registrar a statement in writing in the prescribed form

specifying the nature and date of the change signed, and where necessary

verified, in like manner as the statement required on registration and the

Registrar shall register such change and issue, if appropriate a certificate as

provided for in section 13(1), but containing the details of the change or

changes, as the case may be.

Penalty for default in registration.

9. If any firm or person by this Act required to furnish a statement of

particulars or of any change in particulars shall without reasonable excuse

make default in so doing in the manner and within the time specified by this

Act, every partner in the firm or the person so in default is guilty of an

offence and is liable on summary conviction to a fine of one half of the

amount at level 2 on the standard scale for every day during which the

default continues, and the court shall order a statement of the required

particulars or change in the particulars to be furnished to the Registrar

within such time as may be specified in the order.

Disability of persons in default.

10. (1) Where any firm or person by this Act required to furnish a statement

of particulars or any change in particulars makes default in so doing, the

rights of that defaulter under or arising out of any contract made or entered

into by or on behalf of such defaulter in relation to the business in respect to

the carrying on of which particulars were required to be furnished at any

time while he is in default shall not be enforceable by action or other legal

proceeding either in the business name or otherwise:

Provided always as follows–

(a) the defaulter may apply to the court for relief against the

disability imposed by this section and the court, on being

satisfied that the default was accidental, or due to inadvertence,

or some other sufficient cause, or that on other grounds it is just

and equitable to grant relief, may grant such relief either

generally, or as respects any particular contracts, on condition

of the costs of the application being paid by the defaulter, unless

the court otherwise orders, and on such other conditions (if any)

as the court may impose, but such relief shall not be granted

except on such service and such publication of the notice of the

application as the court may order, nor shall relief be given in

respect of any contract if any party to the contract proves to the

satisfaction of the court that, if this Act had been complied with,

he would not have entered into the contract;

(1916 c.58, s.7).

(1916 c.58, s.8).

Business Names Registration

1918-21

(b) nothing herein contained shall prejudice the rights of any other

parties as against the defaulter in respect of such contract;

against the defaulter to enforce the rights of such party in

respect of such contract, nothing herein contained shall preclude

the defaulter from enforcing in that action or proceeding, by

way of counter-claim, set off or otherwise, such rights as he

may have against that party in respect of such contract.

(2) In this section, “court” means the Supreme Court:

Provided that, without prejudice to the power of the Supreme Court to

grant such relief, if any proceeding to enforce any contract is commenced by

a defaulter in the Court of First Instance 

in the exercise of the jurisdiction

conferred upon it by the provisions of the Court of First Instance Act 2 or in

the magistrates’ court, such court may, as respects that contract, grant such

relief.

Penalty for false statements.

11. If any statement required to be furnished under this Act contains any

matter which is false in any material particular to the knowledge of any

person signing it, that person is guilty of an offence and is liable on

summary conviction to imprisonment for three months and to a fine of one

half of the amount at level 4 on the standard scale.

Duty to furnish particulars to the Registrar.

12. (1) The Registrar may require any person to furnish to him such

particulars as appear necessary to him for the purpose of ascertaining

whether or not that person or the firm of which he is partner should be

registered under this Act, or an alteration made in the registered particulars,

and may also in the case of a corporation require the secretary or any other

officer of the corporation performing the duties of secretary to furnish such

particulars, and if any person when so required fails to supply such

particulars as it is in his power to give, or furnishes particulars which are

false in any material particular, he is guilty of an offence and is liable on

summary conviction to imprisonment for three months and to a fine of one

half of the amount at level 4 on the standard scale.



Court of first Instance Act repealed by the Administration of Justice Act

2004 (2004-11) s.3 as from 1.9.2004. All references to the Court of First

Instance shall be read as if it were a reference to the Supreme Court (see

Act 2004-11 s.7). 2 1960-03 (repealed see note above)

(1916 c.58, s.9).

(1916 c.58,s.10).

Business Names Registration

1918-21

(2) If from any information so furnished it appears to the Registrar that

any firm or person ought to be registered under this Act, or an alteration

ought to be made in the registered particulars, the Registrar may require the

firm or person to furnish to the Registrar the required particulars within such

time as may be allowed by the Registrar, but, where any default under this

Act has been discovered from the information acquired under this section,

no proceedings under this Act shall be taken against any person in respect of

such default prior to the expiration of the time within which the firm or

person is required by the Registrar under this section to furnish particulars to

the Registrar.

Registrar to file statement and issue certificate of registration.

13.(1) On receiving any statement or statutory declaration made in

pursuance of this Act the Registrar shall cause the same to be filed, and he

shall send by post or deliver a certificate of the registration thereof to the

firm or person registering and the certificate or a certified copy thereof shall

be kept exhibited in a conspicuous position at the principal place of business

of the firm or person, and if not kept so exhibited, every partner in the firm

or the person, as the case may be, is guilty of an offence and is liable on

summary conviction to a fine of one half of the amount at level 4 on the

standard scale.

(2) The registration of the business name and the certificate issued under

sub-section (1) shall be valid for a period of one calendar year from the date

of issue unless the registration shall have been renewed in accordance with

section 14A(2).

Index to be kept.

14. The Registrar shall keep a register in the form of an index of all the

firms and persons registered under this Act.

Annual Statement of Particulars.

14A.(1) There shall be furnished to the Registrar by any company, firm or

individual in respect of every business name required to be registered under

this Act, irrespective of the date on which the business name was first

registered, once at least in every calendar year an annual statement of

particulars in the form specified by the Registrar together with the

documents specified in subsection (2) during the last month of the current

period of registration.

(2) On receipt by the Registrar of–

(a) the form prescribed in subsection (1) properly completed;

(1916 c.58, s.11).

(1916 c.58, s.12).

Business Names Registration

1918-21

(b) a declaration from the firm, individual or corporation that the

information supplied at the time of the application for

registration remains true, or in the event of a change in any of

that information, a declaration containing details of the change

or changes;

reasonably require to satisfy himself that the requirements of the

Act in respect of the registration of the business name continue

to be satisfied;

(d) the prescribed fee;

if he is satisfied that the business name continues to be one to which

paragraphs (a) and (b) of section 16(1) do not apply, and subject to

subsections (3)(b) and (4), the Registrar shall enter in the register the date of

renewal of registration.

(3) Where —

(a) after one month, or such longer period as the Registrar may

agree in writing, from the date on which a registration has

ceased to be valid under the provisions of section 13(2)(b) or

this section the Registrar has not received an application for

renewal of the registration of a registered business name; or

(b) having received an application for renewal of registration, the

Registrar has determined that the business name does not satisfy

the requirements of the Act,

the Registrar shall terminate the registration of the business name on the

individual.

(4) Where a company, firm or individual has made a declaration of a

change in any particular in accordance with subsection (2)(b), the Registrar

shall require such evidence of the change or changes of particulars so

declared as may be required for the purposes of this Act and shall apply the

requirements of this Act in respect of the matters so declared as changed,

including if necessary the issuing of a revised certificate of registration.

Removal of names from register.

15. (1) If any company, firm or individual registered under this Act ceases

to carry on business, it shall be the duty of the persons who were directors

or, as the case may be, liquidator of the company, or who were partners in

the firm at the time when it ceased to carry on business or of the individual

(1916 c.58, s.13).

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1918-21

or if he is dead his personal representative, within three months after the

business has ceased to be carried on, to send by post or deliver to the

Registrar notice in the prescribed form that the company, firm or individual

has ceased to carry on business, and if any person whose duty it is to give

such notice fails to do so within such time, he is guilty of an offence and is

liable on summary conviction to a fine of one half of the amount at level 4

on the standard scale.

(2) On receipt of such notice the Registrar may remove the company,

firm or individual from the register.

(3) Where the Registrar has reasonable cause to believe that any

company, firm or individual registered under this Act is not carrying on

business he may send to the company, firm or individual by registered post a

notice that, unless an answer is received to such notice within one month

from the date thereof, the company, firm or individual may be removed from

the register.

(4) If the Registrar either receives an answer from the company, firm or

individual to the effect that the company, firm or individual is not carrying

on business or does not within one month after sending the notice receive an

answer, he may remove the company, firm or individual from the register.

Misleading business names.

16. (1) Where any business name under which the business of a firm or

individual is carried on contains either–

(a) the word “British” or any other word which, in the opinion of

the Registrar, is calculated to lead to the belief that the business

is under British ownership or control, and the Registrar is

satisfied that the nationality of the persons by whom the

business is wholly or mainly owned or controlled is at any time

such that the name is misleading; or

(b) in the opinion of the Registrar such business name is

undesirable,

the Registrar shall refuse to register such business name or, as the case may

be, remove such business name from the register, but any person aggrieved

by a decision of the Registrar under this provision may appeal to the

Minister who shall appoint a committee of not more than three to hear and

report to him upon the appeal and upon such report shall give his decision

which shall be final.

(2) Where registration of a business name is refused under this section,

any person carrying on business under that name in such circumstances as to

(1947 c.47, s.116).

Business Names Registration

1918-21

require registration under this Act shall be liable under section 9 to the same

penalties as if he had without reasonable excuse made default in furnishing a

statement of particulars with respect to that name.

(3) The registration of a business name under this Act shall not be

construed as authorizing the use of that name if apart from such registration

the use thereof could be prohibited.

(4) The provisions of subsection (1) in respect of the right of appeal to

the Minister and any rules made under section 19 for the purpose of

regulating the conduct of such appeals shall apply mutatis mutandis to any

decision to remove a business name from the register made under sections

14A or 15.

17. Renumbered as 2A.

Inspection and copies.

18. (1) Any person may, on payment of such fees as may be prescribed:

(a) inspect any document filed by the Registrar;

(b) require a certificate of the registration of any firm or person; or

Registrar.

(2) A certificate of registration, or a copy of or extract from any

statement registered under this Act, if duly certified to be a true copy or

extract under the hand of the Registrar (whom it shall not be necessary to

prove to be the Registrar) shall, in all legal proceedings, civil or criminal, be

received in evidence.

Rules.

19. The Minister may make rules–

(a) prescribing the duties to be performed by the Registrar;

(b) prescribing the forms to be used;

(d) generally for the better carrying out of the provisions of this

Act.

Publication of true names, etc.

(1916 c.58, s.16).

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1918-21

20. (1) Every individual and firm required by this Act to be registered shall,

in all trade catalogues, trade circulars, showcards and business letters, on or

in which the business name appears and which are issued or sent by the

individual or firm to any person ..., have mentioned in legible characters–

(a) in the case of an individual, his present fore name or the initials

thereof and present surname, any former fore name or surname,

his nationality if not British; and

(b) in the case of a firm, the present fore names, or the initials

thereof and present surnames, any former fore names and

surnames, and the nationality if not British, of all the partners in

the firm or, in the case of a corporation being a partner, the

corporate name.

(2) If default is made in compliance with this section the individual or,

as the case may be, every member of the firm is guilty of an offence and is

liable on summary conviction for each offence to a fine of one half of the

amount at level 3 on the standard scale.

(3) No proceedings shall be instituted under this section except by or

with the consent of the Attorney-General.

(4) For the purposes of this section, “business letters” includes any form

of communication by electronic means, including but not limited to fax, e-

mail and websites.

Offences by corporations.

21. Where a corporation is guilty of an offence under this Act every director,

secretary and officer of the corporation who is knowingly a party to the

default is guilty of a like offence and is liable to a like penalty.

(1916 c.58, s.18).

(1916 c.58, s.19).

Business Names Registration

1918-21

SCHEDULE.

Section 4.

PARTICULARS TO BE FURNISHED BY NOMINEE, TRUSTEE

OR GENERAL AGENT.

Description of Firm, &c. The Additional Particulars.

Where the firm, individual

or corporation required to

be registered carries on

business as nominee or

trustee.

The present fore name and surname, and

former name, nationality, and usual

residence, or, as the case may be, the

corporate name, of every person or

corporation on whose behalf the business is

carried on:

Provided that if the business is carried on

under any trust and any of the beneficiaries

are a class of children or other persons, a

description of the class shall be sufficient.

Where the firm, individual

or corporation required to

be registered carries on

business as general agent

for any firm.

The business name and address of the firm

or person as agent for whom the business is

carried on: Provided that if the business

is carried on as agent for three or more

foreign firms it shall be sufficient to state

the fact that the business is so carried on,

specifying the countries in which such

foreign firms carry on business.