Approved Name Guidelines Dec 2019

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BUSINESS AND INTELLECTUAL

Pa PROPERTY AUTHORITY

Protecting Entrepreneurship and Innovalion

GUIDELINES OF THE REGISTRAR ON APPLICATIONS FOR THE

RESERVATION OF NAMES OF

COMPANIES, CLOSE CORPORATIONS AND DEFENSIVE NAMES

COMPANIES ACT, 2004 (ACT 28 OF 2004) as amended

Section 47 to 58

CLOSE CORPORATIONS ACT, 1988 (ACT 26 OF 1988) as amended

Section 18 to 23

These Guidelines are developed to guide the Name Reservations’ process at the

Business and Intellectual Property Authority (hereinafter BIPA). These Guidelines

have no statutory effect and should not be regarded as exhaustive. The Registrar

reserves the right to exercise his/her discretion and is not bound to follow these

Guidelines in every detail.

DEFINITIONS

"Company" in the notes below includes the expression "Close Corporation” and vice

versa.

"Names" means the reserved or registered name of a Company, Close Corporation

or a Defensive Name.

1. GENERAL PRINCIPLES RELATING TO UNDESIRABLE NAMES

Any name may be allowed, provided that it does not prejudice the existing rights of

any person or entity, or that such name is, in the opinion of the Registrar, desirable.

1.1 A name will be considered to be undesirable if —

1.1.1 It is identical or confusingly similar to a name already on the register of the

Registrar. Similarity in this context includes similarities in appearance,

semantics, phonetics and homophones;

1.1.1.1 It is identical to a name already registered, or so nearly resembling

such a name as to be calculated to deceive or mislead the public. Only in

most exceptional circumstances will a non-generic identical name be allowed

with different descripting wording for controlled, subsidiary or associated

companies; e.g. Maria Construction and Maria Building Contractors or ABC

Pre-School and ABC Kindergarten Academy or Alleta Cash Loan and Letta

Micro-lenders or CJ Investments CC and JC Trading CC;

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1.1.2 it does not contain a descriptive part; e.g. Maria CC or Local House CC, ABC

CC;

1.1.3 the descriptive elements in the name differ materially from the stated main

object or principal activities of the business;

1.1.4 it contains letters or abbreviations without a descriptive part, or the

descriptive part of the name is abbreviated; e.g. Maria Tech Solutions cc,

ABC Xplore CC or Maria CC

1.1.5 it contains signs and/or symbols e.g. @, &, etc. unless they are derived from

a local vernacular language. (with the exception of full stops, hyphens, dash)

e.g. Monica @57 CC or Monica & Maria Investments CC.

1.1.6 the name reads as a statement/slogan/motto or a sentence e.g. ‘Feel at

Home Investments’ or ‘So wonderful entertainment’, or "The Show Events

CC” etc. unless the construction of such a name still meets the requirements

of having a prefix and a descriptive part:

1.1.7 a surname is incorporated in the name but no major shareholder, director,

past director or member bears such surname;

1.1.8 a surname containing forenames and/or initials identical to or nearly identical

to those of a surname already on the register, will irrespective of the

descriptive wording following such surnames not be allowed. e.g. AB

Shikongo Investments and BA Shikongo Investments.

1.1.9 words suggestive of governmental patronage or association at any level of

government are employed in a name, unless this is the case or appropriate

consent was obtained:

1.1.10 words pertaining to a trade mark are contained in a name, if such name will

be used in the course of trade in the class of goods or services in which the

mark is registered, unless the applicant has appropriate rights to the use of

such trade mark;

1.1.11 words pertaining to a well-known trade mark entitled to protection under the

Paris Convention as referred to in the Industrial Property Act, 2012 are

contained in a name, e.g. “Navara”, “Toyota”, “Nando’s”,” Coca-Cola” etc.,

unless the applicant has appropriate rights to the use of such trade mark;

1.1.12 words suggestive of blasphemy or indecency or words which could cause

annoyance or offence to any person or class of persons appear in a name;

1.1.13 words or letters suggestive of a profession or group of people requiring

specialised qualifications or registration in terms of relevant legislation are

used in a name while the applicant is not a member of such profession or

group of people. Proof of qualification and/or registration must be attached;

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1.1.14 words or abbreviations relating to the liability of companies in other countries

are incorporated in a name e.g. Maria Carwash LLC;

1.1.15 the word "Holding" or "Holdings" forms part of the name while the name will

not be that of a holding company as defined in section 1 of the Companies

Act;

1.1.16 Non descriptive words such as "Enterprises", , “Consulting” “Business

Solutions”, “Consortium”, “Commercial”, “Industries”, “Associates” etc., are

contained in the name as a description, unless such words are preceded by

the description of the actual main object of the business, e.g. "ABC Property

Enterprises" or "DEF investments;

1.1.17 the word “trust” or “Joint Venture”, “Partnership”, “Trading As” appears in a

name,

1.1.18 Geographical names appear in a name while the business will not conduct

business in such geographical area, unless such terms are clearly used as

innocent decorative descriptions, such as "Manhattan Restaurant", "The

London Inn", etc. This includes the names of countries in company names

which invoke the false appearance that companies originate from such

countries. The Registrar may require an undertaking that majority of the

business will be carried on in that geographical area and the business has a

registered address in that area.

1.1.19 the name is too long. At least it should not contain more than 5 words.

1.2 Use of brackets in a name will be considered in the following instances:

1.2.1 Where in exceptional circumstances a subsequent identical or nearly

identical name is allowed, it will have to be distinguished by a geographical

name which must appear in brackets immediately before the words “Limited”

or “(Proprietary) Limited” or “Incorporated”, as the case may be; provided

that at least a relationship will exist between the company to be incorporated

and the already registered company e.g. Primrose Butchery (Pty) Limited

and Primrose Butchery (Gobabis) (Pty) Ltd.

1.2.2 Figures denoting the current calendar year in brackets will be allowed for a

new name provided that:

(a)An identical name is already registered and the name is changed on or

before the registration of a new name; or

(b) The existing company is in the course of being wound up, and the

liquidator consents to the use of the name.

1.2.3. The words “South Africa”, “Botswana” or abbreviations “SA” or “BOTS” or

any other country, in brackets will only be allowed in the name of a company

which is at least related to a company in that foreign country.

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2. PROHIBITED WORDS

2.1 The following words or expressions are either prohibited by statute or will only

be allowed in a name on certain conditions, or are disallowed in accordance

with the discretion of the Registrar in terms of sections 47 and 48 of the

Companies Act and section 19(1) of the Close Corporations Act (this list is not

exhaustive):

2.1.1 “Administrators of Estates”, “Executors” or “Liquidators”, “Board of Executors”,

or any word or words suggesting that the company undertakes the work

normally performed by an attorney, notary or conveyancer:

2.1.2“Accountant”, “Accountancy”, “Accounting “, “Auditor” or “Auditing” or any word

or words or letters tending to indicate and association with the accounting or

auditing profession;

2.2 the name that consists of a single generic word or common expression only.

(So-called "made-up names") - Non-generic words not found in a dictionary are

not allowed on their own or without a suffix relating to the main object of the

business. Duplications of such made-up names will only be allowed with

different affixes relating to differing main objects for subsidiary or associated

companies, for example "Primrose Construction", "Primrose Petroleum", and so

on);

2.3 the words "Red Cross" or any international bodies, unless used by that

organisation itself;

2.4 any word or expression signifying or implying some or other association with

any stock exchange in the country, or indicating that a company will be a stock

exchange while this is not the case;

2.5 "Namibia Defence Force", "National Defence Force’, "NDF", “Nampol” or any

other words or letters indicating an association with the Namibian armed forces

or police force;

2.6 the name “Namibia” or its abbreviated form and the names of any other state

shall only be permitted at the end of a business name unless consent is

obtained or the name is associated with that respective government.

2.7 Any other word or words or combination of letters prohibited by a statute or

statutory regulation.

2.8 the word "Unlimited", used as the last word in a name;

2.9 The words “association and/or foundation” may only be used in a name that

belongs to a non-profit making organisation;

2.9.1The first word at the beginning of a business name (prefix) should be a unique

word, a combination of letters, or a common word that will not be construed to

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be misleading and it should be independent of the business objectives of that

respective business e.g. MJJM Logistics CC or Incredible Cash Loan but not

Logistics MJJM CC;

2.10 Figures denoting a calendar year appear in a name, while this is not the year

of registration of the company;

2.11 the word "Incorporated" or its abbreviated form, as the last word in the name of

a company unless the company will be incorporated in terms of the special

provisions of section 53 of the Companies Act;

2.12 "company" in the name of a close corporation and vice versa. ("Corporation’ is

permitted in the name of a company);

2.13 expansive descriptions such as "National", "National" or "Global" in a

name while the company will not be operating on such a scale;

2.14 e-mail and Web addresses;

2.15 domain names;

2.16 names consisting solely of words describing the business objectives, such as

"Medical Services", "Brick Distributors";

2.17 a surname on its own, except in extraordinary circumstances. A combination of

two or more surnames is permitted. A single surname is permitted if preceded

by the initials or first names of the incumbent person, or with a description of

the main object of the company, for instance, "AB Smith Construction”;

2.18 geographical names on their own;

2.19 well-known names such as "Founding Father", “Sam Nujoma", “Nelson

Mandela” and others, unless with appropriate consent.

3. WORDS SUBJECT TO APPROVAL UNDER VARIOUS ACTS.

3.1 the expression "Bank" or any derivative thereof such as "Banking", “Cash

Loans’, “Finance”, “Friendly Society”, “Mutual Aid”, “Insurance”, “Assurance”,

“Underwrite”, “Pension’, “Building Society’, “Units”, “Unit Portfolio”, “Unit

Certificate “Unit Securities”, “Unit Trusts”, “Mutual Funds’, or any derivative

thereof, as well as “Unit Trust Scheme” with the word “invest” etc., will only be

permitted in a name on condition that the Registrar of Financial Institutions

approve of the use of such a word; (this list is not exhaustive):

3.2 "Standard" will only be allowed with the approval of the Ministry of

Industrialisation, Trade and SME Development

3.3 "Medical Scheme", "Medical Aid" or "Medical Aid Scheme" will only be allowed

with the approval of the Registrar of Medical Schemes;

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3.4 "Attorney" or "Attorneys" will not be allowed in the name of an incorporated

company for attorneys, in terms of the Legal Practitioners Act;

3.5 words prohibited under section 15 of the Merchandise Marks Act, 1941;

4. TRANSLATED NAMES

4.1 Where a Vernacular word is to be used for the name of a company, the

meaning of the word in official language of the Republic should be endorsed on

the application form for name reservation.

42 Where application is made to register a literal translation of a name into another

language of the Republic, the Registrar shall not be required to verify the

grammatical correctness of the spelling of the translated words.

5. SHORTENED FORMS OF NAMES

5.1 The shortened form of a name must contain some or all of the elements of the

name from which it is derived or will be registered for the company incorporated

or to be incorporated.

5.2 A shortened form of a name must not contain more than seven letters derived

from the approved name. No figures will be allowed.

6. DEFENSIVE NAMES

The same principles that apply in the case of the reservation of company

names, apply in the case of the reservation of defensive names. The Registrar

may require proof of the direct and material interest that an applicant claims in

a name to be defensively registered. The registration of a defensive name may

be refused if the Registrar has reasonable grounds to believe that it may lead

to trafficking in names.

7. REGISTRAR'S DISCRETION

In considering the reservation of a name, the Registrar takes cognisance of all

surrounding circumstances, including precedents in case law. An application

for the reservation of a name that complies fully with these Guidelines and

appears to be available for reservation, may still be refused for other reasons

falling within the ambit of the discretion of the Registrar.

CHAIRPERSON OF BOARD OF DIRECTORS