1. APPLICATION
This guideline is applicable to all applications for registration of name for incorporation of a company or change of name of a company.
2. THE PROVISIONS OF THE LAW
The Companies Act 1965 (the Act) provides that before a company or its change of name is registered, the Minister of Domestic Trade and Consumer Affairs or the Registrar of Companies must first approve the name or the new name of the company respectively accordingly.
The statutory provision under section 22(1) of the Act provides that, except with the consent of the Minister, a company shall not be registered by a name that, in the opinion of the Registrar, is undesirable or is a name, or a kind of name, that the Minister has directed the Registrar not to accept for registration. Similar provision which is applicable for foreign companies is contained in section 341(1) of the Act.
By virtue of the said provisions, the Registrar is subject to the following prohibitions or restrictions when considering an application for a company name:
o Prohibitions in the use of names included under the Minister’s direction; and
o Any such name, which in the opinion of the Registrar, is undesirable.
PROHIBITIONS BY VIRTUE OF THE DIRECTION OF THE MINISTER
The Direction of the Minister is as gazetted under Government Gazette No. 716 dated 30 January 1997 and Gazette (Amendment) dated 11 October 2001. The contents of the Direction from the Minister are as follows –
(a) Names suggesting connection with a members of the Royal family or Royal patronage including names containing such words as “Royal”, “King”, “Queen”, “Prince”, “Princess”, “Crown”, “Regent” or “Imperial”;
(b) Names suggesting connection with a State or Federal government department, statutory body, authority or government agency or any municipality or other local authority, including names containing such words as “Federal”, “State” or “National”;
(c) Names suggesting connection with any Asean, Commonwealth or foreign government or with the United Nations or with any other international organization or cartel including names containing such words as “ASEAN”, “UNESCO”, “NATO”, “EEC” ,“OPEC”;
(d) Names suggesting connection with any political party, society, trade union, co-operative society or building society;
(e) Names including the following words or any words of like import: “Bank”, “Banker”, “Banking”, “Bumiputra”, “Bureau”, “Chamber of Commerce and Industry”, “Chamber of Manufacturers”, “Chartered”, “College”, “Consumer”, “Council”, “Credit”, “Exchange”, “Executor”, “Fair Price”, “Finance”, “Foundation”, “Fund”, “Guarantee”, “Institute”, “Insurance”, “Investment”, “Leasing”, “Made in Malaysia”, “Prime”, “Registry”, “Treasury”, “Trust”, “Unit Trust”, “University”
(f) Names that are misleading as to the identity, nature, objects or purposes of a company or in any other manner;
(g) Names that are blasphemous or likely to be offensive to members of the public;
(h) Names which :
(i) are translations of a name of a company or foreign company registered under the Act; or
(ii) may resemble or be mistaken for the name of any other company or foreign company registered under the Act;
or
(iii) may resemble or be mistaken for a name that is being reserved for the purpose of incorporation of a new company or registration of a foreign company or for the purpose of a change of name of a company or foreign company registered under the Act.
If an applicant or promoter of a company has justify to use the names or words contained in the aforesaid Direction, the said applicant or promoter has to apply to the Minister through the Registrar of
Companies, stating the reasons or justifications for using such names
or words as part of the proposed name by the company, together with a payment of RM150.00.
3. PROHIBITION AS TO THE USE OF UNDESIRABLE NAMES
In determining whether a name is an undesirable name, the Registrar of Companies has set a few criteria by virtue of some fixed general principles, including any other laws which also make provision on the control of usage of names that are associated with activities regulated by the said laws, names that are associated with activities regulated by Government Agency and for national and public interests. The following criteria must be adhered to:
3.1 Names suggesting connections With Activities Controlled By Other Laws
(a) Banking And Financial Institutions Act 1989 – “bank”, “deposit-taking”, “finance”, “merchant bank”, “discount house”, “money broker”, “foreign exchange broker”, “Financial”, “Factoring”, “Leasing”, “Development finance”, “Building credit” or such words connoting the same meaning;
(b) Securities Industry Act 1983 – “stock exchange”, “stock market”, “securities trading market” or such words connoting the same meaning;
(c) Futures Trading Industry Act 1993 – “futures exchange”, “futures broker”, “futures trading adviser” or such words connoting the same meaning;
(d) Insurance Act 1963 – “insurance”, “assurance”, “underwriter” or such words connoting the same meaning;
(e) Money-Changing Act 1998 – “money changer”, “foreign exchange” or such words connoting the same meaning;
(f) Valuers, Appraisers And Estate Agents Act 1981 – “estate agent”, “house agent”, “property agent”, “land agent”, “house broker” or such words connoting the same meaning;
(g) Takaful Act 1984 – “Takaful” or such words connoting the same meaning;
(h) Accountant Act 1967 – “taxation”, “tax”, “accounting”, “Public Accountant”, “Auditor”, “Tax consultant”, “Tax advisor” or such words connoting the same meaning;
(i) Medicine (Advertisement and Sale) Act 1956 – “Private clinic”, “Clinic”, “Private Radiological clinic”, “private medical laboratory”, “alternative medicines”, “traditional herbs”, “tabib”, “treatment’, “hair clinic”, “hair loss”, “homeopathy”, “traditional medicine herbs” and “medical hall” or such words connoting the same meaning;
(j) Any other laws as being notified to the Registrar of Companies from time to time.
Names containing such words which are prohibited under the aforesaid legislations can be considered if the applicant or the promoter of the company obtains the necessary written approval from the agency
which regulates the relevant legislation. The consent letter shall be annexed to the application form for name search.
3.2 Names suggesting Connections With Activities Regulated By Government Agencies Or Professional Bodies
(a) Labuan Offshore Financial Services Authority (LOFSA) – Words such as “Labuan Offshore”, “Offshore Company”, “Labuan Trust Company” or such words of the same meaning;
(b) Malaysian Architect Board – Words such as “architect”;
(c) Ministry of Education Malaysia – Words such as “college”, “institute”, “university”, “school” or such words of the same meaning;
(d) Department of Co-operative Development – Words such as “co-op”, “Co-operative” or such words of the same meaning;
(e) Department of Civil Aviation – Words such as “aviation”, “airways”, “airlines”, “air” or such words of the same meaning;
(f) Malaysia Engineer Board – Words such as “engineer”;
(g) Malaysia Institute of Accountants – Words such as “accountant” or “taxation”;
(h) Prime Minister’s Department – Word such as “dinar”;
(i) Ministry of Primary Industries – Word such as “Pusat Serantau Pengurusan Hutan” (“Information Centre for Forest Management”);
(j) Jabatan Kemajuan Agama Islam Malaysia – Words such as ”Crypto”, ”Muttaqim”, ”Mustaqim”, ”Ehram Mukjizah”, ”Wakaf”, ”Amil”, ”Baitulmal”, ”Halal”, ”wasiat”, ”faraid” or such words of the same meaning;
(k) Corporate Application Section, Suruhanjaya Syarikat Malaysia (SSM) – Words such as “Amanah” and “Trust” for formation of trust company.
Names containing such words suggest association with activities regulated by the Government Agency or professional body as aforesaid can be considered if the applicant or the promoter of the company obtains the necessary written approval from the relevant government agency or professional body. The approval letter shall be annexed to the application form for name search.
3.3 Names which usage is being controlled and limited due to national and public interest.
(a) Government-linked companies and famous established names that are registered under Trade Mark Registration Act – Example: “Astro”, “DIGI”, “Berjaya”, “Chase”, “HICOM”, “Petronas”, “Intrakota”, “Celcom”, “Pernas”, “Perodua”, “Modenas”, “Telekom”, “Kenyir”, “Kulim Hi-Tech”;
(b) “Cyber” or any words of the same meaning;
(c) “Putrajaya” or words of the same meaning;
(d) “MSC/Multimedia Super Corridor”;
(e) “Middle Man”;
(f) “Malay Reserve”;
(g) Words which resemble gambling activities such as “sweepstake”, “lottery”, “fortune teller” or such words connoting the same meaning;
(h) Words such as “liquor” and the like words; and
(i) Words from the Government slogan such as “Vision 2020”, “Bersih, Cekap dan Amanah”, “Jatidiri” , “Kuala Lumpur 2001”, “Kuala Lumpur 2006”, “Kuala Lumpur 2008”, “Malaysia Boleh”, “Dulu, Kini dan Selamanya” (“Then, Now and Always”) and others being introduced from time to time.
3.4 The General Principles And Characteristics Of Names Which Can Be Considered As Company’s Name
(a) Names shall use the correct language and spelling;
(b) If a name contains words other than the Malay or English Languages, the meaning of such words must be given;
(c) Names which are not blasphemous or likely to be offensive to members of the public;
(d) Names which do not resemble elements of religion;
(e) Certain names which are not too general, for example “Attempt Sdn. Bhd.” or “Beautiful Sdn. Bhd.”;
(f) The usage of individual names shall be from the names of the directors to be named in the Memorandum or Articles of Association. However, individual names can be considered if such names are from the names of immediate family members of the director or promoter, for example, the names of children, father, wife, grandfather or grandmother. Proof of family relationship must be given. If the name of the company is from the individual name of a group of companies in existence, consent letter must be obtained from the group of companies which have such individual names;
(g) State the meaning of the created words;
(h) Company name is not an acronym that can be used to mislead as the name of a multi-national company such as PNB, ICI, IBM;
4. DIRECTION AS TO THE CHANGE OF A COMPANY NAME
According to Section 23(3) of the Act, if the name of a company is (whether through inadvertence or otherwise, and whether originally or by change of name) a name by which the company could not be registered without contravention of Section 22(1) of the Act, the company may, by special resolution, change its name to a name by which the company could be registered without contravention of that subsection and, if the Registrar so directs, shall so change it within six weeks after the direction or such longer period as the Registrar allows.
Visit here for Step-By-Step Guidelines to Search Company Name in SSM Malaysia.
Source: SSM Malaysia
