Choosing an Appropriate Name
Prior to filing for a name change with ACRA, the company owner needs to choose an appropriate name to replace the original name. This should be an independent company decision and free from any external influence. The company owner must make sure that the wrong name is not chosen; choosing such a name would defeat the purpose of changing the company’s name. Therefore, company owners need to deliberate on the best and most appropriate name before proceeding to ACRA to make the name change official.
Applying for Approval with ACRA
The Singaporean Accounting and Corporate Regulatory Authority (ACRA) oversees the process of business name changes. Its main role in this regard is to ensure that companies do not encroach on other companies’ names to gain an unjust business advantage. ACRA maintains a list of certified company names which acts as a cross–referencing tool for the name registration process.
After identifying an appropriate company name, the owner proceeds to ACRA offices to file for a name change. On receiving the application, ACRA processes the application for the name change before providing legal documentation for the authorizing or rejecting of the name change. The process of authorizing the name change follows the same procedure as that of registering a new company name.
Communicating the Name Change to Other Shareholders
In the event that ACRA approves the name change, the owner is to communicate the decision to other shareholders. This may require the calling of a general meeting to discuss the extent of changes that will take place due to the change in company name. The new name is approved if 75% of shareholders with voting rights vote in its favor.
In order to fully execute a name change, all necessary details must be communicated to the Inland Revenue Authority of Singapore (IRAS). IRAS needs to record the following details about the company: tax reference number, previous name registered under ACRA, and new name registered under ACRA. IRAS then produces an email notification confirming that the name change has been duly completed.
The verification of the name change with IRAS is not a requirement because IRAS uses ACRA’s list of companies to direct its revenue collection. Therefore, if ACRA has approved the name change, IRAS is likely to be made aware of such changes. Nonetheless, it is recommended that company owners should confirm the name change with IRAS if they do not receive an email notification two weeks after ACRA has approved the name change.
However, after changing the company name, a company is required to execute a wide range of changes including but not limited to information stated on websites, social media accounts, letterheads, rubber stamps, brochures, and advertisements, among others. This would thus allow the general business community to be made aware of the name change.
Regulations Related to Company Name Changes
Although companies are allowed to freely allowed to change their names as they see fit, there are laws and regulations that restrict practices involved during the process of a name change. These regulations mainly revolve around the viability of a company name and the use of foreign company names with regard to registration of companies in Singapore.
Any name chosen by a company should be desirable as implied by Section 7 of the Business Names Registration Act which states that company names should not interfere with religious or cultural settings. Company names must also be unlike those of already certified companies. Under the Business Names Registration Act, company names should also avoid the use of names such as ‘university’ or ‘academy’ which may require additional licensing. Companies are, however, allowed to use dissolved company names as long as they meet the guidelines dictated under the Business Names Registration Act.
Companies are allowed to use foreign names other than native language names during registration. The Business Names Registration Act allows companies to freely use any names desired as long as they meet the guidelines prescribed by the Act. However, foreign companies can change their names in specific scenarios that differ from those prescribed for Singaporean companies. A foreign company is only allowed to change its name if the headquarters of the said company initiates a name change based on the local regulations of the country where the headquarters are located. However, the foreign company must communicate the name change decision to ACRA within 30 days after the name change has been initiated.
A company name change can be overruled if a court order is granted requesting the nullification of the name. When another company feels that its name has been violated by a new or existing company, it is allowed to file a court order to prevent the other company from using the name.
The Singaporean company laws create an environment that facilitates proper use and change of company names. All company names in Singapore must adhere to the both the Business Names Registration Act and ACRA’s rules in order to be used.