Order under the Companies Act 2006
In the matter of application No. 3731
For a change of company name of registration No. 13706539
The company name BOEING DEFENCE UK SOFTWARE LTD has been registered since 27 October 2021 under number 13706539.
By an application filed on 6 January 2022, BOEING DEFENCE UK LIMITED applied for a change of name of this registration under the provisions of section 69(1) of the Companies Act 2006 (the Act).
A copy of this application was sent to the primary respondent’s registered office on 19 January 2022, in accordance with rule 3(2) of the Company Names Adjudicator Rules 2008. The copy of the application was sent by Royal Mail “Signed For” service and also by standard mail. It was returned “addressee gone away” and “rts” respectively. On 19 January 2022, the Tribunal wrote to Anthony Scott to inform him that the applicant had requested that he be joined to the proceedings. The letters sent to Anthony Scott by Royal Mail “Signed For” service and standard mail were returned “addressee gone away” and “rts” respectively. No comments were received from Anthony Scott in relation to this request. On 11 March 2022, Anthony Scott was joined as a co-respondent. On 11 March 2022, the parties were advised that no defence had been received to the application and so the adjudicator may treat the application as not being opposed. The parties were granted a period of 14 days to request a hearing in relation to this matter, if they so wished. The letters sent to the primary respondent and co-respondent by Royal Mail “Signed For” service were returned “addressee gone away” and the letters sent by standard mail were returned “rts”. “No request for a hearing was made.
The primary respondent did not file a defence within the one month period specified by the adjudicator under rule 3(3). Rule 3(4) states:
The primary respondent, before the end of that period, shall file a counter-statement on the appropriate form, otherwise the adjudicator may treat it as not opposing the application and may make an order under section 73(1).
Under the provisions of this rule, the adjudicator may exercise discretion so as to treat the respondent as opposing the application. In this case I can see no reason to exercise such discretion and, therefore, decline to do so.
As the primary respondent has not responded to the allegations made, it is treated as not opposing the application. Therefore, in accordance with section 73(1) of the Act I make the following order:
(a) BOEING DEFENCE UK SOFTWARE LTD shall change its name within one month of the date of this order to one that is not an offending name; [footnote 1]
(b) BOEING DEFENCE UK SOFTWARE LTD and Anthony Scott each shall:
(i) take such steps as are within their power to make, or facilitate the making, of that change;
(ii) not cause or permit any steps to be taken calculated to result in another company being registered with a name that is an offending name.
In accordance with s.73(3) of the Act, this order may be enforced in the same way as an order of the High Court or, in Scotland, the Court of Session.
In any event, if no such change is made within one month of the date of this order, I will determine a new company name as per section 73(4) of the Act and will give notice of that change under section 73(5) of the Act.
All respondents, including individual co-respondents, have a legal duty under Section 73(1)(b)(ii) of the Companies Act 2006 not to cause or permit any steps to be taken calculated to result in another company being registered with an offending name; this includes the current company. Non-compliance may result in an action being brought for contempt of court and may result in a custodial sentence.
BOEING DEFENCE UK LIMITED did not request its costs in its statement of case. As such, and in line with paragraph 10.4 of the Tribunal’s Practice Direction, I make no award of costs in its favour.
Any notice of appeal against this decision to order a change of name must be given within one month of the date of this order. Appeal is to the High Court in England, Wales and Northern Ireland and to the Court of Session in Scotland.
The company adjudicator must be advised if an appeal is lodged, so that implementation of the order is suspended.
Dated 3 May 2022
Company Names Adjudicator