Section 13
of International Business Companies Order, 2000
Section 13
(1)
Application may be made to the Registrar in the prescribed form for approval of a name at no cost, or to reserve a name pursuant to section 14, and except with the consent of the Authority or in the case of a licensed activity, the grant of the relevant licence, an IBC shall not be registered, either originally or on a change of name, by a name which –
(a)
is otherwise than in romanised characters;
(b)
in the opinion of the Registrar, is undesirable;
(c)
is or includes a name of a kind that the Registrar is not otherwise willing to accept for registration;
(d)
is identical with that under which a company in existence is already incorporated under this Order or registered under the Companies Act
(Chapter 39) or so nearly resembles the name as to be calculated or likely to deceive, except where the company in existence gives its consent; or
(e)
contains the words “Assurance”, “Bank”, “Building Society”, “Chamber of Commerce”, “Chartered”, “Cooperative”, “Imperial”, “Insurance”,
“Municipal”, “Royal”, “Trust Company”, “Trustee Company”, or a word conveying a similar meaning, or any other word that, in the opinion of the Registrar, suggests or is calculated to suggest –
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(i)
the patronage of His Majesty the Sultan and Yang Di-Pertuan or that of a member of the Royal Family of Brunei Darussalam or of or any other country or territory;
(ii)
a connection with the Government or a department or ministry of the government of any other country or territory; or
(iii)
a connection with a municipality or other local authority or with a society or body incorporated by Royal Charter, Order or
Decree,
(iv)
endorsement as an Islamic instrument, body or product in the absence of such an endorsement having been given, provided that the Registrar may permit the use of the words “Private Trust
Company” in conjunction with each other as part of the name of a company acting as a trustee pursuant to paragraph 4 of the
Third Schedule to the Registered Agents and Trustees Licensing
Order, 2000 (S 54/00).
(2)
An IBC shall have as part of, or at the end of, its name the word or phrase
“Berhad”, “Sendirian Berhad”, “Limited”, “Corporation”, “Incorporated”, “Societe
Anonyme”, “Sociedad Anonima”, “Company”, “Limitada”, “Societe par actions”, “Societe a responsibilite”, “Gesellschaft mit beschrankter Haftung” or “Aktiengesellschaft” or the abbreviation “Bhd”, “Sdn. Bhd.”, “Ltd”, “Corp”, “Inc”, “A/S”, “A/G', “N.V.”, “B.V.”,
“GmbH’, “S.A.R.L.” “S.a.r.l” or “S.A.” or any other words or abbreviations which signify limited liability in romanised characters, and if the company is a limited life company, it shall comply with section 8(1)(f)(iii):
Provided that where the words, phrase or abbreviation “Berhad”, “Sendirian Berhad.”,
“Bhd.”, or “Sdn. Bhd.” are used the abbreviation “NBD” shall also be used in the name of the
IBC, and provided that where the word “Brunei” is used it shall, except with the consent of the
Registrar, appear in brackets.
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(3)
An IBC may, in accordance with section 15, amend its Memorandum so as to change its name.
(4)
If an IBC is incorporated under a name which –
(a)
is identical with a name under which a company already in existence is for the time being registered under this Order or the Companies Act
(Chapter 39) or under any law for the time being in force in Brunei
Darussalam providing for the registration of business names;
(b)
so nearly resembles such a name as to be calculated or likely to deceive;
or
(c)
is for any other reason given by the Registrar unacceptable, the Registrar may give notice to the IBC to change its name and, if it fails to do so within sixty days from the date of the notice, the Registrar shall (without further reference to the IBC)
amend the Memorandum of the IBC so as to change its name to such name as the Registrar deems appropriate.
(5)
Where the Registrar amends the Memorandum of an IBC by virtue of subsection
(4)
, he shall publish notice of the change in the Gazette.
(6)
Subject to subsections (1), (2) and (4), where an IBC changes its name or the
Registrar effects a change of name under subsection (4), the Registrar shall enter the new name on the Register in place of the former name and shall issue a certificate of incorporation indicating the change of name.
(7)
A change of name shall not affect any rights or obligations of the IBC or render defective any legal proceedings by or against the IBC; and all such proceedings that have been commenced against the IBC by its former name may be continued against it by its new name.
(8)
The Registrar shall on registration allocate to every IBC in sequential order a distinguishing number prefixed by the abbreviation “NBD”.
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Reservation of name, foreign names, translations.