Western Australian Consolidated Acts

COMPANIES (CO-OPERATIVE) ACT 1943 - SECT 28

28 .         Name of company

        (1)         No company shall be registered by a name which —

            (a)         is identical with that by which —

                  (i)         a company in existence is already registered under the law relating to companies; or

                  (ii)         a society in existence is already registered or deemed to be registered under the Co-operative and Provident Societies Act 1903 ; or

                  (iii)         a firm, individual or corporation is registered and is carrying on business under the Business Names Act 1942 ¹⁰ ;

                  (iv)         an association in existence is already incorporated under the Associations Incorporation Act 1895 ⁷ ;

                  (v)         a foreign company carrying on business in this State is registered as such under the repealed Acts or this Act,

                or, in the opinion of the Registrar, so nearly resembles that name as to be calculated to deceive, except where the company, society, firm or association in existence is in the course of being dissolved, or the firm is about to cease to carry on business under that name, and the said company, society, firm or association signifies its consent in such manner as the Registrar requires.

                Provided that —

                  (i)         a company so consenting shall add to its name the words “in liquidation” within brackets and the said words shall be deemed to be part of the name of the last-mentioned company;

                  (ii)         if the Registrar is satisfied that a company is being registered for the purpose of taking over any business which is carried on under a business name registered under the Business Names Act 1942 ¹⁰ , and will be entitled as against the proprietor of that name to use that name he may register the company by that name;

                  (iii)         nothing in this subsection shall prohibit the registration and publication of a prospectus of an intended company under a name identical with or resembling the name of a company in existence in any case where the last-mentioned company signifies its consent to the use of the name in such manner as the Registrar requires;

            (b)         contains the words “building society” or “housing society”;

            (c)         is identical with that of any friendly society that is a friendly society within the meaning of section 16C of the Life Insurance Act 1995 of the Commonwealth, or so nearly resembles the same as in the opinion of the Registrar to be calculated to deceive, except where the society in existence is in the course of being dissolved and signifies its consent in such manner as the Registrar requires. Provided that a company formed in consequence of an arrangement entered into with a society in existence may, with the consent of the society (signified in such manner as the Registrar requires) to be registered by a name containing words or a combination of letters which are or is part of the name of the society; or

            (d)         contains the words “saving” or “savings” or “savings bank” or “savings institution” or “savings department” or “savings section”; or

            (e)         contains the words “bank” or “banking company”, or “banking house” or “banking association” or “banking institution” or words of a like import, except in the case of a company which carries on the business of banking as its sole business;

            (f)         contains the words “proprietary”, “limited”, “no liability” or “unlimited” respectively where the company is not a “proprietary company”, “limited company”, “no liability company” or “unlimited company”;

            (g)         is likely, in the opinion of the Registrar, to mislead the members or the public as to the identity of the company or the nature of its business;

            (h)         in the case of a company which has issued or issues any invitation to the public to subscribe for any shares in or debentures of such company — contains the word “trust”; or

                  (i)         is prohibited by law.

        (2)         Except, with the consent of the Governor signified by order published in the Government Gazette , no company shall be registered by a name which —

                  (i)         includes the word “Royal”, or the word “King”, or the word “Queen”, or the word “Crown”, or the word “Empire”, or the word “Imperial”, or the word “Commonwealth”, or the word “State” or, in the opinion of the Registrar, suggests or is calculated to suggest the patronage of His Majesty or any member of the Royal Family or Government support or patronage; or

                  (ii)         contains the word “municipal” or “chartered” or the words “local government” or, in the opinion of the Registrar, suggests, or is calculated to suggest, connection with any local government or other local authority or with any society or body incorporated by Royal Charter; or

                  (iii)         contains the word “Trustee.”

        (3)(a)         Where a company has, prior to the commencement of this section, been registered under the repealed Acts by a name which includes therein any of the words (other than the word “State”) mentioned in subsection (2), nothing in this section shall prevent the continuance of the registration of such company by such name after the commencement of this section.

            (b)         Where a company has prior to the commencement of this section been registered under the repealed Acts by a name which includes therein the word “State” the registration of such company shall cease and be cancelled by the Registrar after the expiration of 3 calendar months from the date of the commencement of this Act, unless in the meantime —

                  (i)         the Governor shall, on the application of the company, by order published in the Government Gazette , consent to the continuance of the registration of the company by the name aforesaid; or

                  (ii)         the company shall by special resolution and with the approval of the Registrar signified in writing have changed its name by the exclusion therefrom of the word “State” and the substitution therefor of another word or other words which are not prohibited by this section.

            (c)         Where a company changes its name in accordance with the provisions of paragraph (b)(ii), it shall be deemed to have been authorised so to do by section 30(1), and thereafter section 30(3), (4), (5), and (6) shall, with such adaptations as may be necessary, apply and have effect in relation to the change of its name by the company as aforesaid.

        (4)         The consent of the Governor referred to in subsections (2) and (3) shall not be granted to a company, whether incorporated in this State or elsewhere, if, in the opinion of the Governor, the use of such name by such company would imply or be likely to convey the impression that such company is wholly or partly authorised or supported by or connected with His Majesty’s Government in any part of His Majesty’s Dominions.

        (5)         For the purposes of this Act it shall be lawful to use —

            (a)         the abbreviation “Co.” or “Coy” in lieu of the word “Company” contained in the name of a company; or

            (b)         the abbreviation “Pty” in lieu of the word “Proprietary” contained in the name of the company; or

            (c)         the abbreviation “Ltd.” in lieu of the word “Limited” contained in the name of a company; or

            (d)         the symbol “&” in lieu of the word “and” contained in the name of a company; or

            (e)         any of such words in lieu of the corresponding abbreviation or symbol contained in the name of a company.

        (6)(a)         A legal practitioner engaged in the formation of a company, or a person named in the articles as a director, or the secretary of a company, may file with the Registrar a notice specifying the name by which it is proposed that the company shall be registered, and if the use of that name is not prohibited by this section, for a period of 28 days from the date of filing the notice such name or any name so nearly resembling (in the opinion of the Registrar) the same as to be calculated to deceive shall not be registered as the name of any company, firm, individual or association under the provisions of this Act or the Business Names Act 1942 ¹⁰ , or the Associations Incorporation Act 1895  ⁷ , except the said company in the course of formation.

            (b)         The Registrar may on application in writing and on payment of the prescribed fee direct that the period in the last preceding paragraph mentioned be extended for a further period specified in the direction of not more than 28 days from the date of the expiry of the first-mentioned period and the said period shall be extended accordingly.

            (c)         Any person filing a copy of a prospectus in relation to an intended company may, on payment of the prescribed fee, apply to the Registrar for the reservation of the name appearing in the prospectus as the name of the intended company for 3 months from the date of filing the prospectus and for such period the name of the intended company or any name so nearly resembling (in the opinion of the Registrar) such name as to be calculated to deceive shall not be registered as the name of any company, society, firm, individual or association under the provisions of this Act, or the Business Names Act 1942 ¹⁰ , or the Associations Incorporation Act 1895  ⁷ , except the said company named in the prospectus.

            (d)         This subsection shall not apply to companies within the provisions of Part XI.

        (7)         In subsections (1) to (5) both inclusive the word company does not apply to a company which at the commencement of this Act has already been registered as a foreign company under the repealed Acts or to a company which at the commencement of this Act had not been registered as a foreign company under the repealed Acts but had been carrying on business in this State as a company incorporated elsewhere than in this State, but save and except as aforesaid the word “company” includes a company which upon application made after the commencement of this Act is registered under Part XI.

                Provided that —

            (a)         where in the opinion of the Governor (on being satisfied that it would be inequitable or unreasonable to require any company formed or incorporated outside Western Australia to which Part XI applies to change its name, style, title or designation before complying with the requirements of such Part) it is in the circumstances of the particular case expedient, the Governor may, notwithstanding anything in this section or section 30, authorise the Registrar to accept for filing the documents and particulars specified in section 329(1)(a), (b), (c), (d), (e) and (f); and

            (b)         where a company formed or incorporated outside Western Australia to which Part XI applies has (after complying with the requirements of Part XI under its original name) changed, in the country of its incorporation, its name to a name which includes any word or words prohibited, either generally or in the circumstances of the particular case, by this Division, the Governor, if of opinion that it would be inequitable or unreasonable to refuse to allow the new name to be entered in the register in place of the former name, may authorise the Registrar to enter the new name in the register and the Registrar shall enter the new name in the register accordingly.

        (8)         In respect of every authorisation by the Governor pursuant to either of the provisos to subsection (7) the prescribed fee shall be paid to the Registrar by the company concerned.

        [Section 28 amended by No. 32 of 1947 s. 4; No. 47 of 1949 s. 4; No. 18 of 1982 s. 3; No. 14 of 1996 s. 4; No. 26 of 1999 s. 66(3); No. 12 of 2001 s. 46(2).]