Decision

Company Names Tribunal decision: Travellux Ltd

Updated 15 January 2024

Order under the Companies Act 2006

In the matter of application No. 4408

For a change of company name of registration No. 14778115

Decision

The company name TRAVELLUX LTD has been registered since 3 April 2023 under number 14778115.

By an application filed on 14 July 2023, TRAVELLERS EXCHANGE CORPORATION 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 26 July 2023, in accordance with rule 3(2) of the Company Names Adjudicator Rules 2008. The copy of the application was sent by Royal Mail “Special Delivery” service and also by standard mail. A deadline of 29 August 2023 was set for the primary respondent to file a defence.  On 26 July 2023, the Tribunal wrote to Hyacinth Telca Morris to inform her that the applicant had requested that she be joined to the proceedings.  In response, on 31 July 2023, Hyacinth Telca Morris contacted the Tribunal by email to advise that she was not the Company Director and that on 9 July 2023 had completed RP02a, RP06 and RP07 forms and posted them to Companies House. A copy of the forms were attached and it was also stated that the matter had been reported to Action Fraud line.

In response, on 8 August 2023, the adjudicator issued a preliminary view as follows:

“I refer to your email dated 31 July 2023 in which you notified the Tribunal that you are not the Director of the above company. The adjudicator’s preliminary view is that it is appropriate that you be joined as a co-respondent. This is because, notwithstanding your assertion you are not a company director:

1. The application to register the company indicates it was filed by yourself and authenticated as such
2. The company’s registered address is your home address (as confirmed in the papers attached to your email of 31 July 2023)
3. There are no other directors
4. According to the application to register the company you are the sole shareholder of the company
5. You remain recorded as the person with significant control of the company (over 75% of shares and voting rights)
6. At least one letter has been sent by the applicant to the company at your home address. Nothing at present indicates that it was returned undelivered
7. No action was taken by yourself in respect of the asserted incorrect address between the applicant’s letter of 28 April 2023 and the official letter notifying you of the application and request that you be joined on 26 July 2023

In view of the above, there does not appear to be any other person, legal or natural, who would benefit from the company registration in your name with its registered address at your home. On the balance of probabilities, it is unlikely that the company was incorporated, and you were appointed as director (and shareholder) without your knowledge”.

The parties were granted a period of 14 days to request a hearing in relation to this matter, if they so wished.  In the absence of any hearing request, it was advised that Hyacinth Telca Morris would be joined to the proceedings as a co-respondent.

No request for a hearing was made. Therefore, on 12 September 2023, Hyacinth Telca Morris was joined as a co-respondent.  Also on 12 September 2023, 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 letter sent to the primary respondent by Royal Mail “Special Delivery” was returned “refused”.  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)  TRAVELLUX 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) TRAVELLUX LTD and Hyacinth Telca Morris 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. 

TRAVELLERS EXCHANGE CORPORATION LIMITED, having been successful, is entitled to a contribution towards its costs. I order TRAVELLUX LTD and Hyacinth Telca Morris, being jointly and severally liable, to pay TRAVELLERS EXCHANGE CORPORATION LIMITED costs on the following basis:

Fee for application:            £400
Statement of case:             £400

Total: £800

This sum is to be paid within seven days of the expiry of the appeal period or within seven days of the final determination of this case if any appeal against this decision is unsuccessful.

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 1 November 2023

Susan Eaves
Company Names Adjudicator

1. An “offending name” means a name that, by reason of its similarity to the name associated with the applicant in which he claims goodwill, would be likely to be the subject of a direction under section 67 (power of Secretary of State to direct change of name), or to give rise to a further application under section 69. ↩