NAME CLEARANCE GUIDELINES
Application for approval of a Company name
An application for approval of a company or business name should be made in writing on a Name Clearance Form. The application should be accompanied by a sum of K10,000 and K 25,000 for a Company and Business Name, respectively. In the event that the name applied for is deemed unsuitable, this will be communicated to the applicant and the applicant will be advised to submit another choice of names. It is advisable that the applicant propose three (3) names to increase the chances of having a name approved.
Reservation of a name
If for some reason the name approved cannot be used immediately, the applicant should request the Registrar in writing to have the name reserved. The name will be reserved only upon payment of K55,000 valid for a period of ninety (90) days from the date of approval.
Names that cannot be registered
Section 41 (1) of the Companies Act prohibits the registration of a name which in the opinion of the Registrar is very much like the name of an already existing company. Section 16 of the Registration of Business Names Act also provides that no name shall be registered which tends to show that the company enjoys patronage of the President of Zambia.
Misleading or undesirable names
In terms of section 41 and section 16 of the Companies and the Registration of Business Names Act, respectively, the Registrar is empowered to refuse to register a company whose name is misleading or undesirable. The Registrar can also direct a company to change its name if in his/her opinion, the name is too similar to that of an already existing company or Business Name. An applicant who is aggrieved by the Registrar's decision under Section 16 of the Registration of Business Names Act may appeal to the Minister of Commerce, Trade and Industry to reverse the Registrar's decision. The appeal should be sent through the Registrar within 14 days from the date of receiving the Registrar's order.
Guidelines for approving Company and Business Names
In exercising the powers referred to above, the Registrar is guided by the guidelines hereinafter contained. However, each application for approval of a company or business name is dealt with on its own merit. The follwowing are the guidelins in name approval: -
i. The use by a local company of a name which would connect it in the eyes of the public with a well known international company (even if that company is not registered in Zambia) is not allowed;
ii. A company with small resources should not use a name suggesting that it is a large organisation. Thus, the term "international" would be highly misleading if the company's activities and interests were purely local. "Zambia", 'Pan-Zambia' 'Country wide', etc. would not be permitted unless it can be shown that the company concerned is trading throughout Zambia.
iii. The use of "Zambia" as the first word in a name could be allowed if the company concerned is a parastatal as it tends to show State participation;
iv. The office is also concerned with the curbing of the creation of monopolies. The use of surnames simplicity should not be allowed as it, in effect, grants a monopoly to the use of a surname and therefore, contrary to public policy e.g. the name Ng’andu Company Limited should not be registered, but if the surname is qualified either by initials or a description of the business, e.g E.M. Ng’andu Company Limited, it would be acceptable subject to (v) below.
v. Further, the name of a Company could also be described as 'The Ng’andu Ranching Company Limited', but not 'Ng’andu and Mwamba Limited' nor 'Ng’andu and Sons Limited';
vi. Surnames should be refused if there is no director or member of the company resident in Zambia with that name. There are exceptions to the foregoing. Exceptions include situations where a substantial goodwill attaches to a proper name and proof thereof is furnished to the satisfaction of the Registrar or where the surname is uncommon (searches are conducted through local and foreign telephone directories). A further exception might arise if a surname possesses another meaning which is relevant to the main objects of the company; e.g "kwenda", for a transport company. The maiden name of a director or member of a company should be permitted;
vii. A company may adopt descriptive titles, but only if the title describes the main object of the company as set out in the application form for registration;
viii. Although many companies may wish to keep their names brief, words indicating merely a commodity, trade, profession, etc should not be allowed as they lack distinctiveness and are too vague. Accordingly, titles such as Investments Limited, Cement Limited, Refrigeration Limited, etc, are undesirable;
ix. The use of letters of the alphabet in company names without any qualification should be allowed if the number of letters is not less than four;
x. Plurals in a descriptive title should be allowed only where the trade or business comprises more than one unit. For instance, where a company is operating more than one farm, service station, bookshop or butchery, it may indicate in its title that there is more than one of each. A name such as "Zambia National Hotels Limited" should not be allowed if the business consists of one hotel. It should be noted that an intention to acquire more than one farm, service station, bookshop or butchery, etc. at some unspecified time in future is not considered sufficient to justify the use of the plural at the date of application;
xi. Titles describing the situation of a company should be allowed only on confirmation that the company will be operating at or in the vicinity of that place. Thus, “Kabulonga Service Station Limited” would be permissible if the company operated in Kabulonga, but not if the word 'Kabulonga' were chosen just for sentimental reasons and the service station is situated in Mpika;
xii. Cases arise where a company wishes to incorporate in its title the name of the town in which it is trading. While this is acceptable, it should be noted that where the company is a subsidiary of another of the same name operating elsewhere in Zambia, the name of the town should be enclosed in brackets;
xiii. The use of the word '(Zambia)' in brackets should be permitted only if the company were a subsidiary of a foreign company having the same name otherwise 'Zambia' without brackets should be used;
xiv. On occasions, brackets may be used in a title which incorporates the name of a business or commodity, for instance, where a company having a descriptive title carries on a certain type of business or trades in a certain commodity and wishes to retain its identity in another company formed for entirely different purposes, it may distinguish itself from the latter company by requiring the title of that other company to include in brackets the type of business or commodity in respect of which it operates. Thus, G. Katebe Motor Assemblers Limited could form a company entitled G. Katebe Motor Assemblers (Investments) Limited to handle its investments;
xv. Numerals should not be allowed. The only exception being the year of incorporation in the case of a company which has assumed the name of a defunct company. In fact, it is the practice of the Companies and Business Names Office not to permit a company to assume the name of a defunct company unless the year of incorporation of the new company is given in brackets thereby indicating that there is no connection between the two companies. For example 'Makumba Valley Farm (1982) Limited' indicates that previously there was on the register a company called' Makumba Valley Farm Limited'. The use of the year of incorporation helps to distinguish the first company from the second but only applies when a new company is incorporated and not when a company changes its name;
xvi. Names of places outside Zambia should not be allowed unless it can be shown that there is some connection with such places; but even then the name should be refused if there is a possibility of misrepresentation. Thus, a company manufacturing steel products should not be permitted to incorporate 'Sheffield Ltd' in its name;
xvii. Use of the term "Sons" in the name should not be allowed unless the sons are actively participating in the affairs of the company;
xviii. Titles in foreign languages should not be accepted, unless they are well known expressions that have a definite bearing on the main objects of the company, “Bon Voyage Company Limited” for a travel company or “Bon Appetit Company Limited” for an eating place. A foreign word which has passed into common usage in the English language or any of the local languages, for example Bemba, Lozi, Luvale, Nyanja, Tonga etc. would also be acceptable;
xix. Whenever it is proposed to use a name which includes a registered trademark, the consent of the proprietor of the trade mark must be produced, unless the goods in respect of which the trade mark is registered are such as not to cause the public to confuse the trade mark with the name of the company;
xx. In the event of a company in a group of companies wishing to assume a title which would identify it with the group, the consent in writing of the holding or parent company must first be obtained;
xxi. A proposed title, which is mispelt or is different from a title which is already on the register, should not be allowed, if phonetically, it is similar to the latter.
xxii. A company whose main objects include tuition, running of schools, etc, should register with the Ministry of Education as required by the Education Act, Cap.134.
Click here on how to incorporate a Company
Click here on how to register a Business Name
Click here on how to register a Foreign Company
Name Clearance Guidelines
NAME CLEARANCE GUIDELINES