Plain language law

New Zealand law explained for everyone

Companies Act 1993

Company names

25: Use of company name

You could also call this:

“Rules for how companies must use their name in documents and communications”

When a company sends a written message or creates a document that makes a legal promise, it must clearly show its name. This helps people know who they’re dealing with.

If a company’s name is written wrong on a document that creates a legal promise, the person who made or signed the document might be responsible if the company doesn’t keep its promise. But they won’t be responsible if they can prove the other person knew it was the company making the promise, or if the court thinks it wouldn’t be fair to hold them responsible.

Companies can use short versions of words in their name if everyone understands them and they’re not confusing.

If a company changes its name, for the next year, when it puts out a public notice, it needs to say that it changed its name and what its old name was.

If a company doesn’t follow these rules about using its name, it’s breaking the law. The company and its directors can get in trouble, as explained in section 373(1) and section 374(1).

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM320129.

Topics:
Business > Industry rules
Business > Fair trading
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“Registrar can require a company to change its name or assign a new one”

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Part 4 Company names

25Use of company name

  1. A company must ensure that its name is clearly stated in—

  2. every written communication sent by, or on behalf of, the company; and
    1. every document issued or signed by, or on behalf of, the company that evidences or creates a legal obligation of the company.

      1. Where—

      2. a document that evidences or creates a legal obligation of a company is issued or signed by or on behalf of the company; and
        1. the name of the company is incorrectly stated in the document,—
            1. every person who issued or signed the document is liable to the same extent as the company if the company fails to discharge the obligation unless—
          1. the person who issued or signed the document proves that the person in whose favour the obligation was incurred was aware at the time the document was issued or signed that the obligation was incurred by the company; or
            1. the court is satisfied that it would not be just and equitable for the person who issued or signed the document to be so liable.

              1. For the purposes of subsections (1) and (2) and of section 180 (which relates to the manner in which a company may enter into contracts and other obligations), a company may use a generally recognised abbreviation of a word or words in its name if it is not misleading to do so.

              2. If, within the period of 12 months immediately preceding the giving by a company of any public notice, the name of the company was changed, the company must ensure that the notice states—

              3. that the name of the company was changed in that period; and
                1. the former name or names of the company.

                  1. If a company fails to comply with subsection (1) or subsection (4),—

                  2. the company commits an offence and is liable on conviction to the penalty set out in section 373(1); and
                    1. every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(1).