Introduction
Quite often in business companies and other business entities change their names for various reasons. Companies may also use assumed or “trading as” names. The latter situation is quite prevalent. In this article I explain change of company name and lawful use of assumed or “trading as” names by a company.
Change of company name
This is done in terms of section 26 of the Companies and Other Business Entities Act (Chapter 24:31) or “the COBE Act” or “the Act” and Form CR7, Notice of change of entity’s name, is used for that purpose. The key provisions of the Act are that:
- A company that wishes to change its name shall file its special resolution for the change of name, with the Registrar.
- The company shall first obtain written approval of the Registrar to change its name.
- If written approval is granted to change the name, the company shall publish in the Government Gazette and in a daily newspaper circulating in the district in which the registered office of the company is situated an advertisement stating the change of name, and shall then apply for a certificate of change of name.
- The Registrar shall then enter the new name in place of the former name.
- Upon application in writing by the company that has changed its name in terms of this section and on production of the certificate of change of name, the Registrar of Deeds or mining commissioner, or other officer responsible for the registration of deeds or mining titles, shall make such alterations in his or her registers and on any title deeds or other documents evidencing title as may be necessary as a result of the changed name.
- Nothing in section 26 shall exempt the company from paying any fees prescribed under the Deeds Registries Act (Chapter 20:05) or the Mines and Minerals Act (Chapter 21:05) in respect of such alterations.
- The change of name of the company shall not affect any right or obligation of the company or render any legal proceedings by or against the company, and any legal proceedings that might have been continued or commenced by or against it under its former name may be continued or commenced under the new name.
Lawful use of assumed or “trading as” name by a company
This is quite common in the world of business. This is done in terms of section 29 of the COBE Act and Form CR 3, Registration of assumed business names, is used. There are many reasons for using an assumed name. Some include:
- Branding in case the registered name is deemed not quite appropriate or aligned.
- A shelf company may have been used whose name does not correctly project what the company does.
- A company may enter into an arrangement to operate under a certain group of company, franchise or distributorship.
The key provisions of the Act are summarised hereunder, being that:
- A company may assume a name other than its registered name for use in conducting business in Zimbabwe.
- Before using an assumed name the company shall file with the Registrar a notice that it will be conducting business under the assumed name, which notice shall state:
- The company’s true name as stated in its constitute documents,
- The assumed name under which it will be conducting business, and
- That the company intends to conduct business in Zimbabwe under the assumed name.
- The prohibition against undesirable name, under section 25, shall apply.
Conclusion
A company that intends to use a name other than its current registered name may change its name in terms of section 26 or use an assumed or “trading as” name in terms of section 29 of the COBE Act.
Disclaimer
This simplified article is for general information purposes only and does not constitute the writer’s professional advice.
Godknows (GK) Hofisi, LLB(UNISA), B.Acc(UZ), CA(Z), MBA(EBS,UK) is a legal practitioner / conveyancer, chartered accountant, corporate rescue practitioner, registered tax accountant, consultant in deal structuring and business valuer. He is also a director with Investacare International (Private) Limited. He writes in his personal capacity. He can be contacted on +263 772 246 900 or gohofisi@gmail.com
