On 5 October 2022, a new set of Guidelines on Company Names ("October 2022 Guidelines") was released by the Registrar of the Companies Commission of Malaysia (the "Registrar").
The Guidelines on Company Names that the Registrar issued on 15 March 2022 ("March 2022 Guidelines") have been superseded by this October 2022 Guidelines.
March 2022 Guidelines were issued on 15 March 2022 and superseded the previous corresponding guidelines dated 31 January 2017 (“2017 Guidelines”).
October 2022 Guidelines serve as a guide to assist and facilitate applicants who wish to make a reservation name to incorporate a company or change its existing name.
To incorporate a company and change a company's name, confirmation of the availability of the proposed name from the Registrar must be obtained. In the case of incorporating a company, the confirmation of the availability of a name can be done simultaneously during the incorporation process.
Generally, the availability of a company’s name is subject to section 26 of the Companies Act 2016. The name is available if the name is not—
undesirable or unacceptable;
identical to an existing business entity’s name under the registers kept under laws administered by the Companies Commission of Malaysia;
identical to a name that is being reserved under the Companies Act 2016; or
a name of a kind that the Minister has directed the Registrar not to accept for registration.
Scope of the 2022 Guidelines
Objective
General requirements of a company name
Name of foreign company
General principles and characteristics of names acceptable for registration
Undesirable or unacceptable names
Identical names
Names which are prohibited under the direction of the minister
Direction as to the change of a company name
Appeal against the decision of the registrar
Below is a summary of the most significant changes made to the March 2022 Guidelines as part of the October 2022 Guidelines. 1. Paragraph 8(j) of the October 2022 Guidelines [The corresponding provision in the March 2022 Guidelines is paragraph 7(j)]:
For example, ‘Jellex’ being a created word, other name applications containing ‘Jellex’ as part of the proposed name will be processed as below:-
Example:
New application Jellex Assets Holding Sdn. Bhd. must provide a consent letter from the existing company Jellex Assets Sdn. Bhd. (additional words in the new name suggest some relationship with the existing company. In the example given, the word ‘Holding’ may be viewed as misleading or confusing in that it suggests that it is the holding company of the existing company).
New application Jellex Trading Sdn. Bhd. is not required to provide a letter of consent from Jellex Assets Sdn. Bhd. (other existing company).
2. Identical names
Paragraphs 11(a) - (c) of the October 2022 Guidelines [The corresponding provision in the March 2022 Guidelines is paragraph 10(a) - (c)], in determining whether a company name is identical to another, the following shall be disregarded:
“The”, where it is the first word of the name;
“Sendirian”, “Sdn”, “Berhad”, “Bhd”, “PLT” and “Perkongsian Liabiliti Terhad”;
The following words and expressions where they appear at the end of the name: “Company”, “Co”, “Syarikat”, “Corporation”, “Corp”, “Perbadanan”, “Incorporated”, “Diperbadankan”, “Incorporation”, “Incorp”, “Inc”, “Pemerbadanan”, “Holding”, “Group”, “Kumpulan”, “Malaysia”, “(M)”, “Msia”, “Consortium”, “Konsortium”, “Consolidated”;
.......
Three (3) types of factors in determining whether the abovementioned words are taken into consideration:
Example 1:
Zip Legacy Sdn. Bhd. (existing)
Zip Legacy Malaysia Sdn. Bhd. (new application)
The use of the words “Malaysia”, “(M)”, “MY”, “Msia” (at the end of the company name) in the new application does not distinguish it from the existing company name.
Therefore, a new application cannot be considered even if a letter of permission is attached.
Example 2:
Zip Legacy (M) PLT (existing)
Zip Legacy Consolidated Sdn. Bhd. (new application)
A new application can be considered if the letter of permission from the existing PLT, i.e. Zip Legacy (M) PLT., is included.
The words “Holding”, “Group”, “Kumpulan”, “Consortium”, “Konsortium”, and “Consolidated” can distinguish the newly applied name from the existing company name.
Example 3:
Zip Legacy (Sabah) Sdn. Bhd. (existing)
Zip Legacy Inc Sdn. Bhd. (new application)
New applications will be considered if there is a letter of permission from the relevant Federal Government/ State Government/ Government agency.
The words “Company”, “Co”, “Syarikat”, “Corporation”, “Corp”, “Inc”, “Incorp”, “Incorporated”, “Incorporation”, “Perbadanan”, “Diperbadanan”, “Pemerbadanan” are prohibited its use unless there is a government interest in the company and a letter of permission from the relevant Federal Government/ State Government/ Government Agency must be attached.
Paragraph 11(i) of the October 2022 Guidelines [The corresponding provision in the March 2022 Guidelines is paragraph 10(i)],
The October 2022 Guidelines do not guide when the name of a company that has been dissolved under section 459 may be used again.
3. Use of names prohibited under Minister’s Direction
The Minister of Domestic Trade, Co-Operative and Consumerism has directed the Registrar not to accept certain names for registration.
The Registrar shall not accept names suggesting a connection with the members of the Royal family or Royal patronage, including names containing such words as “Royal”, “King”, “Queen”, “Prince”, “Princess”, “Crown”, “Regent” or “Imperial”.
Paragraph 11(a) of the March 2022 Guidelines lays up five circumstances where applications for the use of names that reflect a Royal Connection may be considered by the Registrar:
Circumstance 1: Registration of a foreign company in Malaysia, then the name of the company shall be identical as the parent company;
Circumstance 2: The word has been registered as a registered trademark in Malaysia and obtained a letter of consent from the registered trademark owner;
Circumstance 3: The word refers to the name of a location such as “Putra Nilai” or “Taman Mahkota”;
Circumstance 4: The word indicates the product itself or the size of the product that is being traded such as “king-sized roof” or “Musang King”; or
Circumstance 5: At the discretion of the Registrar, the reasons given by the applicant do not indicate any connection with a member of the Royal Family or Royal patronage.
The circumstances that were stated in paragraph 11(a) of the Guidelines for March 2022 are still in place in paragraph 12(a) of the Guidelines for October 2022; however, the following amendments have been made:
Circumstance 1 and Circumstance 2 have been eliminated;
Circumstance 4 has been modified to read as follows: "The word indicates the size of the product such as “king-sized roof” or a brand such as “Musang King”; and
a new Circumstance has been added, which reads as follows: "The word refers to the name of the individual or the name of the director only such as “Sultan Ali” or “John King” refers to the identity document of the individual"
Reference
October 2022 Guidelines
March 2022 Guidelines
2017 Guidelines
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