Guidelines of the Registrar on application for the Reservation of Names of Companies, Close Corporations and Defensive Names

Type: Guidance or checklist
Category: Close corporation forms

Download Name-Reservation-Guideline-Approved-19_06_2024.pdf

The form is always available to download and submit on paper.

GUIDELINES OF THE REGISTRAR ON APPLICATION

FOR THE RESERVATION OF NAMES OF COMPANIES,

CLOSE CORPORATIONS AND DEFENSIVE NAMES,

2023 (No.1 of 2023) as amended.

(Hereinafter referred to as “the Name Reservation Guidelines”)

COMPANIES ACT, 2004 (Act No 28 of 2002) as amended

Section 47 to 58 and;

CLOSE CORPORATIONS ACT, 1988 (Act No. 26 of 1988) as amended

Section 18 to 23

Registrar’s Discretion

In consideration of the reservation of names, the Registrar takes cognisance of all surrounding

circumstances, including precedents in case law. An application for the reservation of a name

that is available and complies fully the guidelines below may still be rejected for other reasons

falling within the prerogative of the Registrar’s discretion. These guidelines have been drafted

in line with the provisions of the laws referred herein below and may to some extent have

statutory effect, in cases as may be prescribed in the law.

CONTENTS

DEFINITIONS: ...................................................................................................................... 3

1. UNDESIRABILITY: ........................................................................................................ 4

2. PREFIXES & DESCRIPTORS ....................................................................................... 6

3. PROHIBITED WORDS .................................................................................................. 7

4. TRADEMARKS ............................................................................................................. 8

5. GEOGRAPHICAL LOCATIONS .................................................................................... 9

6. PROFESSIONS ........................................................................................................... 10

7. ASSOCIATION NOT FOR GAIN (SECTION 21) ......................................................... 12

8. COURT ........................................................................................................................ 12

9. THE USE OF BRACKETS ........................................................................................... 12

10. PROPERTY NAMES ................................................................................................ 13

11. BUSINESS ACTIVITIES .......................................................................................... 13

12. TRANSLATED NAMES ........................................................................................... 13

13. SHORTENED FORMS OF NAMES ......................................................................... 13

14. DEFENSIVE NAME.................................................................................................. 14

DEFINITIONS:

• Business Register: The Register containing the comprehensive list of all businesses

& intellectual property registered with the Business and Intellectual Property Authority

• CC: A close corporation

• Descriptor: The part of a business name that indicates what business will

be conducted e.g., “Sannie’s Plumbing cc”

• Inc: An incorporated company

• Nam: Shortened form of Namibia

• Nampol: Namibian Police

• NDF: Namibia Defence Force

• NGO: Non-Governmental Organisation

• Profanity: Swear words or insults

• Obscenity: Vulgar language

• Prefix: The element of a business name that distinguishes the business

from other businesses e.g., Sannie’s Plumbing cc

• (Pty) Ltd: A business where the shareholders own shares without trading

on the stock exchange e.g., Rossing Uranium (Pty) Ltd.

• Public Company: A business where the shares are sold to the public through

publicly traded stocks e.g., Mobile Telecommunications Company Ltd.

1. UNDESIRABILITY:

1.1. A name is undesirable if it is identical, misleading, or confusingly similar to a registered

close corporation, private company, public company, external entity, section 21 entity

or defensive name.

1.2. A name is undesirable if it contains expressions of profanity; obscenity; incites hatred,

violence, or war; or contains ethnic, gender or racial slurs.

1.3. Similarity is therefore broken down into the following:

1.3.1. Appearance: The company name looks similar to an existing company on the

Installations (Pty) Ltd, or Misplace Detective Service (Pty) Ltd and Miss Pillay’s

Private Investigation cc.

1.3.2. Semantics: The company name has the same meaning as an existing

company on the Register e.g., Without Limits Videography cc and Limitless

Videography.

1.3.3. Phonetics: The company name sounds the same as an existing company on

the Register e.g., Intellect Technology cc, Eentelec Technologies (Pty) Ltd;

Intelek Techno cc.

1.3.4. Homophones: The company names are pronounced the same, but have

different meanings, origins or spelling e.g., Cite Holdings (Pty) Ltd and Sight

Investments cc or Real Horizons (Pty) Ltd and Reel Landscapes cc.

1.4. A name is undesirable if it contains signs and or symbols e.g., at (@), ampersand (&)

etc. unless they are derived from a local language (except full stops (.),

hyphens/dash (-)) e.g., Monica@57 or Monica & Maria Investments cc or Mo & Ma

Carwash (system security issue).

1.5. The business names that read as a statement/slogan/motto or a sentences are limited

to five (5) words. This business name must meet the requirements of having a prefix

(distinguishing element) and a descriptor (dominant element) e.g., “Chomi Feel at

Home Tours cc” and “Shane Mind Your Business cc ”. Ensure that the business

objective(s) match or are aligned with the proposed name(s).

1.6. The business name is undesirable if it consists of only letters of the alphabet or

numerals. A business name must contain at least one pronounceable word as a prefix

(distinguishing element) and a descriptor (dominant element) in the name e.g., Mega

234 Tuck Shop cc or Beta 246 Retail Store cc.

1.7. A name is undesirable if the entity bears a surname where no major shareholder,

director, past directors, or member bears such a surname. In other words, for a surname

to be approved by the Registrar (as the company name), the major shareholder, current

or past director, or member needs to bear that surname; e.g., Hangala Holdings Group

where the Managing Director and Board Chairperson is Mr Hangala.

1.8. A name is undesirable, if the company name contains the surname and forename(s) or

initial(s) that are identical or similar to a registered surname with the same forename(s)

or initial(s). It will not be considered for approval regardless of the difference in the

descriptors/ dominant elements because it reflects as a similar name, especially if the

entity wishes to operate in the same sector; for e.g., Hangula SB Capital (Pty) Ltd and

Hangula BS Provident Fund (Pty) Ltd.

2. PREFIXES & DESCRIPTORS

2.1. A name is considered as undesirable if it does not have a prefix (Distinguishing

Element) and descriptor (Dominant Element) e.g., Lightroom (Prefix/ Distinguishing

Element) Electrical Services cc (Descriptor/Dominant Element).

2.2. The prefix or distinguishing element needs to be a unique word, or name, or a

combination or words and letters. E.g., Otjomuise Medical Rescue Services. In order

to avoid a high rejection rate and to limit the chances of rejection, clients are thus

advised to propose unique names e.g., Rosemary Nursery cc or Ndapewa Catering

cc.

2.3. The descriptor or dominant element should indicate or display the entity’s core or

main business objectives e.g., Without Limits Videography cc should be a

videography company. Photography, graphic or digital and website design can

be ancillary services because they are all related. Without Limits Videography

cc cannot be a videography, catering, imports, and exports company, because

the services are not related. Main business objectives usually refer to the core

services the business intends to offer such as “Marketing”, “Meter Systems”

“Construction” “Medical Services” etc.

2.4. Prefixes or distinguishing elements can be in a foreign language. Such a foreign word

or phrase should be well-known and/or common expressions that have bearing on the

operations of the company. E.g., Bon Voyage Airlines & Bon Appetite Restaurant.

This is not applicable to the descriptor or dominant elements of the business name.

3. PROHIBITED WORDS

3.1. Business names suggesting government, state patronage at any level of

government; the Commonwealth; International or Regional Bodies; or

organisations and associations; the United Nations, African Union, Southern

African Development Community, Founding Father (or any other public figure),

the President; or Foreign Head of State; a sitting or past Minister will not be

approved unless the appropriate written consent is attached to the submission.

3.2. A business name may not have the word “Namibia Defence Force, NDF, Nampol or

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

or police force.”

3.3. A business name may not contain the word “Namibia or its abbreviated form” or the

names of any other sovereign state. Clients who wish to pursue names associated with

that government shall only be allowed to so, by attaching a consent letter on an official

letterhead with the application. All other names will only be permitted to use Nam or

Namibia at the end of a business name.

3.4. A business name may not contain any other words or combination of letters that are

prohibited by any law, or its regulations within Namibia .

3.5. A business name may not contain the word “Unlimited” as a descriptor/dominant

element or an entity type. This is because the current Companies and Close

Corporations Act do not have Unlimited as an entity type. The unlimited company was

repealed in the Companies Act nr 61 of 1973 (South Africa/SWA) and therefore no

longer exists in Namibia.

3.6. A close corporation (i.o.w cc) may not be used the name company, incorporated,

associates etc in their names as these are limited to private (Pty) Limited) and public

companies (Limited).

3.7. A business name containing a domain name (e.g. (dot na; dot.za; dot com dot na i.e.,

.na; .za) or a web address (i.e., visa.com) or email address (i.e.,

thebook@yahoo.com) will not be approved or accepted. This is because the use of

full stops are not allowed in a business name as per paragraph 1.4 of these guidelines

(due to our system security limitations).

3.8. A business name consisting solely of descriptions of company objectives will not be

approved as the usage of the business name must include a prefix and a descriptor

(as indicated in paragraph number 2.1 of these Guidelines) e.g., Medical Practice,

Motor Supplies, Media Group, or Live Entertainment.

4. TRADEMARKS

4.1. Business names may not contain any word, mark, or expression that is identical to, or

similar to a registered Trademark in any class of goods or services, unless the

applicant obtains and attaches the written consent to use the trademark in that specific

class from the right holder.

4.2. For a company name to be registered with a Trademark, word, or expression, the

company must be the registered owner of such a Trademark; or the company must be

owned by the registered owner of the Trademark.

4.3. Company names containing well-known Trademarks entitled to protection under the

Paris Conventions as referred to in the Industrial Property Act, 2012 (Act No. 1 of 2012)

e.g., “Navarra, Toyota, Coca-Cola; KFC; Shell” etc., will not be approved unless the

applicant attaches the written consent from the right holder (s) to use such a

Trademark.

5. GEOGRAPHICAL LOCATIONS

5.1. Business names containing the names of towns or cities must be operating in the

named town or city for it to be approved. E.g., Ocean View Shell cc; Swakopmund

Hotel & Entertainment Centre.

5.2. Alternatively, city names can be used in a business name for decorative purposes e.g.,

Cape Town City Market cc, Cape Town Fish Market cc.

5.3. In instances where the business has multiple branches across the country, the name

of the town will be put in brackets to differentiate the one entity from the other

(especially in the case of franchises and conglomerate entities) e.g., Pupkewitz

Megabuild (Walvis Bay) and Pupkewitz Megabuild (Katima Mulilo); KFC

(Oshakati); and KFC (Independence Avenue, Windhoek) or Shell (Ongwediva)

and Ocean View Shell (Swakopmund).

5.4. Business names will only be allowed to insert country names in brackets if the company

is registered as a foreign entity. The required certificate of incorporation and the

Memorandum and Articles of Association should be attached to the application as

proof thereof e.g., Blueprint Investments (Namibia) (Pty) Ltd has a parent company

in Zambia OR First Rand Group (Namibia) (Pty) Ltd.

5.5. A company name may not contain expansive descriptions such as “national,

international or Global” without attaching proof of the national or international

presence at which this entity will be operating. Unless such an entity is an affiliate of

an existing national, international, or global business, in which case sufficient proof (as

per paragraph number 5.4) must also be provided.

5.6. Company names containing only the Geographical location will not be approved e.g.,

Rundu or Noordoewer.

6. PROFESSIONS

6.1. All legal practitioners who wish to register legal practices must register as private

companies ((Pty) Ltd) as per section 7 of the Legal Practitioners Act (1995) e.g., CM

Legal Practitioners (Pty) Ltd or Lewandowsky Legal Practice Incorporated.

6.2. The following words or expressions are either prohibited by statute or will only be

allowed in a name based on certain conditions or are disallowed in the accordance

with the discretion of the Registrar in terms of the following:

6.2.1. “Administrators of Estates, Conveyancer, Executors, Liquidators; Board

of Executors”; or any words suggesting that the company undertakes the work

normally performed by an attorney, notary, or conveyancer as per section 22, 25,

87, the Legal Practitioners Act, 1995; unless one of the members or directors are

legal practitioners and or are registered estate administrators.

6.2.2. “Accountant, Accountancy; Accounting; Auditor; Chartered Accountant;

Auditing”, or any word or words or letters tending to indicate an association with

the accounting or auditing profession as per section 23 and 24 of the Public

Accountants & Auditors Act of 1951.

6.2.3. The word “Incorporated” or its abbreviated form “Inc” will not be approved as

the last word in a company name unless the company to be registered is

incorporated in terms of the special provisions of section 53 of the Companies

Act and section 7(a) of the Legal Practitioners Act.

6.2.4. The word “Attorneys, Lawyer, Notary, Conveyancer or Advocate” will not

be incorporated in the name of a company unless proof thereof is provided as

per section 5(d) of the Legal Practitioners Act of 1995.

6.2.5. The word(s) Medical Aid or Medical Aid Scheme Friendly Society, Building

Society, mutual aid, stokvel or any word, term or derivative thereof that the

Registrar may find to be related to the above, will only be permitted in a name on

the condition that NAMFISA has approved it, and will only be allowed with the

written approval letter received from NAMFISA as per section 391 of the

Financial Institutions and Markets Act (2021) (FIMA 2021).

6.2.6. The word(s) insurance, assurance, reinsurance or any derivative thereof

such as Short-term Insurance (disability, sickness, vehicle and asset,

funeral or death cover), Assurance or Long-term Insurance, Underwriter,

Reinsurer” or any word, term or derivative thereof that the Registrar may find to

be related to the above, will only be permitted in a name on the condition that

NAMFISA has approved it as per section 10, 41 and 391 of the FIMA (2021).

6.2.7. The word(s) fund management, hedge fund management, capital markets

or any derivative thereof such as prudential management, finance or capital,

collective investments, portfolio management, invest” or any word, term or

derivative thereof that the Registrar may find to be related to the above, will only

be permitted in a name on the condition that NAMFISA has approved it as per

section 84 and 391 of FIMA 2021.

6.2.8. The word(s) Financial Solutions or Cash Loans, or any derivative thereof or

any word, term or derivative thereof that the Registrar may find to be related to

the above, will only be permitted in a name on the condition that NAMFISA has

approved it as per section 5 and 18 of Microlending Act 2018.

6.2.9. The word(s) Bank, banking, microfinance banking or any derivative thereof

or any word, term or derivative thereof that the Registrar may find to be related

to the above, will only be permitted in a name on the condition that BON has

approved it as per section 9 and 10 of Banking Institutions Act of 2023.

6.2.10. A public company name containing the word or expression signifying or

implying some or other association to any stock exchange, central security

depository, exchanges in the country or indicating that a company will be a

stock exchange, while it is not the case, as per section 83, 84 and 391 of FIMA

(2021)

6.2.11. The word “Standard” will not be allowed in the name without the

permission from the Ministry of Trade & Industrialisation as per section 5 of the

Standards Act 18 of 2005.

7. ASSOCIATION NOT FOR GAIN (SECTION 21)

7.1. The words “Foundation, Trust, Society, Club, Church and Fund” may only be used in

a name that belongs to a company registered in terms of Section 21 of the Companies

Act, 2004 for e.g., Save The Rhino International (Namibia) Trust; Universal Church

of the Kingdom of God; World Wildlife Fund.

8. COURT

8.1. Names that contain expressions such as “Trust, Joint Venture, Partnership, Trading

As” because these are special purpose that are established outside of BIPA’s

mandate. These are therefore not registered at BIPA but are established by contract

by juristic entities.

9. THE USE OF BRACKETS

9.1. Figures denoting the current calendar year in brackets will be allowed for a new name

provided that:

9.1.1. An identical name is already on the register and the name is changed on or

before the registration of a new name; or

9.1.2. The existing company is in the course of being wound up, and the liquidator

consents to the use of the name.

10. PROPERTY NAMES

10.1. Property Names should match that of the property in the Deed of Sale or a map and

outline of the property. It can be portions of the larger property as well and it should be

named as follows: Tannery Estate Property Number Fifty-Eight or Tannery Estate Erf

Number Fifty-Eight.

11. BUSINESS ACTIVITIES

11.1. A business name should reflect the activities the business intends to endeavour.

12. TRANSLATED NAMES

12.1. The Registrar allows for the prefix/distinguishing element to be a non-English word,

but the descriptor/dominant element must always be in English.

12.2. Where a vernacular word is to be used as a prefix in a business name, the meaning of

the word should be translated into English.

12.3. Applicants should at all times ensure that the translation of vernacular names

submitted are grammatically correct in the literal or direct translation as the Registrar

will not be held responsible such name reservation applications of business names. Nor

will the Registrar be held responsible for the grammatical correctness of the spelling of

the translated words.

13. SHORTENED FORMS OF NAMES

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

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

incorporated e.g., Kentucky Fried Chicken: KFC; Bradley Haddison Spares: BH Spares

13.2. However shortened names should not be common expressions or English words

founds in the dictionary. Acronyms and unique made-up names are allowed that relates

to the registered entity.

13.3. A shortened form of a name must not contain more than seven letters derived from the

approved name.

14. DEFENSIVE NAME

The Name Reservation principles equally apply to Defensive Name applications. The

Registrar may require proof of the direct and material interest (proof of funding acquired, or

business proposal plan, or development plans indicating that the entity is not ready to trade,

but that progress is under way). The registration of a Defensive Name may be rejected if the

Registrar has reasonable grounds to believe that it may lead to the trading with the name.