Decision

Decision on Blackrocky Ltd

Published 14 July 2026

Companies Act 2006

In the matter of application no. 5430 by Blackrock Finance, Inc. for a change to the company name of a company incorporated under no. 15184415, now named Erlon Ltd

Decision on joining a co-respondent and on costs

1. Company number 15184415 was incorporated on 3 October 2023 with the company name Blackrocky Ltd (“the primary respondent”). On 20 May 2025, Blackrock Finance, Inc. (“the applicant”) made an application under s. 69 of the Companies Act 2006 (“the Act”) for a change of the primary respondent’s name.

2. In its application, the applicant requested that the director of the primary respondent, Eralp Karakaya, be joined to the proceedings under s. 69(3) and that the applicant be awarded costs. The applicant stated that notice was given prior to launching proceedings by way of a cease and desist letter dated 14 May 2024, to which no response was received. It said a further letter was sent on 11 December 2024, which was returned as undeliverable. Copies of these letters are in evidence. ^{[footnote 1]} Both are addressed to the primary respondent’s registered office and both indicate they were sent by post (as well as other methods). The May 2024 letter sets out the applicant’s objections to the use of the name.

3. A copy of the application was sent to the registered address of the primary respondent on 23 June 2025 in accordance with rule 3(2) of the Company Names Adjudicator Rules 2008 (“the Rules”).

4. Also on 23 June 2025, a letter was sent to Eralp Karakaya informing him that the applicant had requested that he be joined to the proceedings. Mr Karakaya was allowed one month to comment on the request. No comments were received by the deadline.

5. The primary respondent did not file a defence but on 31 July 2025 it voluntarily changed its name to Erlon Ltd.

6. On 13 August 2025, the Company Names Tribunal informed the parties that the primary respondent’s name had been changed to a name that did not appear to be an offending name, that the application appeared to be without object and that the Tribunal was minded to close the case. The letter stated that, because the applicant gave the primary respondent notice prior to filing the application, it was the Tribunal’s preliminary view to award £800 to the applicant. The parties were allowed two weeks to request a hearing if either disagreed with the preliminary view.

7. On 8 January 2026, the Tribunal wrote to the parties advising them that Mr Karakaya had been joined to the proceedings as a co-respondent. The letter allowed 14 days, until 22 January 2026, for a hearing request if the decision was disputed.

8. On 30 January 2026, a costs order was issued against the primary respondent and Mr Karakaya, jointly and severally, awarding £800 to the applicant.

9. It subsequently came to the tribunal’s attention that Mr Karakaya had, in fact, filed a form CNA4 (request for a hearing) in time, on 21 January 2026. Accordingly, the tribunal wrote to the parties on 4 March 2026 informing them that it considered that there had been a procedural irregularity and that the costs order should be withdrawn. The letter said that an oral hearing would ordinarily be appointed but that it appeared from the form CNA4 that the request was for the matter to be determined on the papers. It added that the adjudicator was prepared to make a decision on the papers if both parties were in agreement. The parties were asked to notify the tribunal immediately if they objected to a decision from the papers. A deadline was set for the primary respondent to file evidence in support of its claim (in the CNA4) that it had not received the tribunal’s letter of 13 August 2025 and a further deadline was set for both parties to file any written submissions on the joining of Mr Karakaya and, if necessary, costs.

10. Mr Karakaya filed written submissions on his own behalf and for the primary respondent. No objection to a decision from the papers was made. Nothing has been received from the applicant.

Joining of Mr Karakaya as co-respondent

11. The relevant part of s. 69(3) reads:

“69.—(3) The company concerned shall be the primary respondent to the application.

Any of the following may be joined as respondents-

(a) […]

(b) any director or person who was a director at the time at which the name was registered.”

12. Rule 3(6) of the Rules reads:

“Any member or director of the primary respondent who is joined as a respondent to the application must be joined before the end of a period specified by the adjudicator.”

13. The purpose of allowing co-respondents to be joined is explained in the note to question 5 (request to join a co-respondent) of the form CNA1:

“You can request that up to three individuals be joined as co-respondents. If your application is successful, the correspondent has a legal duty under Section 73(1)(b)(i) of the Companies Act 2006 to take all steps as are within their power to make, or facilitate the making of, a change of name to one which is not an offending name. If, by the date ordered, the name is not changed to one which is not an offending name, the Adjudicator may determine a new name for the company. Under Section 73(1)(b)(ii) of the Act, the co-respondent has a legal duty 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. If the application is successful, the co-respondent will be liable for costs, jointly and severally, with the company (i.e. the primary respondent).”

14. This note was included in the form CNA1 served on the primary respondent. It is evident that the purpose of joining a co-respondent is not simply about costs liability: it also imposes duties on a named individual to prevent further objectionable names being registered. As there is no substantive decision in the present proceedings and no order under s. 73 of the Act, the main impact in this case is on liability for costs but the secondary objective of deterring those in control of companies from registering names which are likely to conflict with existing businesses, without proper basis, in the future remains live even though the name change was voluntary.

15. It is not disputed that Mr Karakaya is a director of the primary respondent. However, Mr Karakaya says that he should not be joined as a co-respondent because:

“As director, he acted promptly, ensured immediate compliance, and voluntarily resolved the issue without the need for enforcement or adverse determination. The joinder of the director as a co-respondent at this late stage is unnecessary, disproportionate, and punitive, particularly where: the disputed name ceased to exist months ago, and no continuing harm or misuse can be established.”

16. Mr Karakaya said in his form CNA4 that the tribunal’s letter dated 13 August 2025 was never received by the company or its directors. He says that “the Respondent was unaware of any requirement to file a formal defence at that stage” and that the first letter which referred to personal liability and potential costs was the tribunal’s letter of 8 January 2026. However, in his submissions dated 9 March 2026, he says that no electronic correspondence was received from the tribunal on 13 August 2025 and that he “did not receive the physical letter in time to allow a response within the original deadline”. Mr Karakaya says that there was no intention to ignore the tribunal’s correspondence and his actions since July 2025 “demonstrate full cooperation and good faith in resolving the matter”.

17. I do not accept that the reasons put forward are good reasons for not joining Mr Karakaya. As a director of the company at the date of incorporation, Mr Karakaya was responsible for the actions of the company at incorporation, including the choice of name. Prima facie, his position was one of control and I do not see why he should avoid liability for costs when he caused or permitted the name to be adopted.

18. Mr Karakaya relies on his prompt action in support of his claim that he should not be joined. I accept that the name was changed fairly quickly after the tribunal served proceedings and advised Mr Karakaya of his proposed joining on 23 June 2025, though not before the deadline for a response had already passed. However, the applicant first wrote to him, and the primary respondent, in May 2024. It is not suggested that this letter was not received. By implication, Mr Karakaya was aware from May 2024 that the applicant took issue with the primary respondent’s name. Although the name was changed shortly after proceedings were served, that was some time after the letter before action, which appears to have gone unacknowledged. I therefore do not agree that Mr Karakaya acted promptly in the overall context of the applicant’s objection to the company name, though I acknowledge that the period between the applicant’s letter and between the launch of proceedings, given that the applicant’s December follow-up letter was undelivered, may have given the impression that the applicant was not pursuing the matter with vigour.

19. As for the submissions concerning the tribunal’s letter of 13 August 2025, Mr Karakaya appears to accept that a physical copy of the letter of 13 August 2025 was received: he says it was received late but does not indicate when.^{[footnote 2]}Mr Karakaya does not explain why, if he received the letter late, he did not contact the tribunal when he did receive it. Nothing was sent to the tribunal from the primary respondent or Mr Karakaya until after the tribunal confirmed that Mr Karakaya would be joined to proceedings in its letter of 8 January 2026. I consider it unlikely that the letter was received later than 8 January 2026. The most likely explanation, in the additional context of an ignored pre-action letter from the applicant to the primary respondent, is that, for whatever reason, Mr Karakaya and/or the primary respondent chose not to engage with the tribunal until personal liability for costs came sharply into view. In terms of procedural correctness, it does not now matter when, or even if, the 13 August 2025 letter was received. The primary respondent and Mr Karakaya have been afforded a hearing, on the papers by choice, in relation to both the joining of Mr Karakaya and costs. If there was a delay or non-receipt, it has been remedied.

20. Regarding the timing of the joining, the applicant made the request that Mr Karakaya be joined at the earliest possible opportunity. There can be no suggestion that the applicant breached rule 3(6); the delay in joining Mr Karakaya is not the fault of the applicant. My view is that it remains appropriate for a director of the company to be joined to proceedings even at this stage. Mr Karakaya was responsible for the actions of the company at incorporation and I do not see why he should avoid liability for costs when he caused or permitted the name to be adopted. Taking all of the above into account, my decision is that Mr Karakaya should be joined as a co-respondent.

Costs

21. Rule 11 of the Company Names Adjudicator Rules 2008 (“the rules”) states:

“The adjudicator may, at any stage in any proceedings before him under the Act, award to any party by order such costs (in Scotland, expenses) as he considers reasonable, and direct how and by what parties they are to be paid.”

22. An award of costs, or no award of costs, is therefore a discretionary matter for the adjudicator. The Tribunal’s Practice Direction, at 10.4, provides guidance:

“10.4.1 If an application is undefended, an award of costs is likely to be made against the respondent, provided a request for costs has been made by the applicant and pre-action enquiries have been made, and provided the application succeeds. It should be noted, however, that the adjudicator will not normally award costs to the applicant if the respondent, whilst not defending the application, nevertheless satisfies the tribunal that it did not receive any notice, or did not receive adequate notice, that the application would be made. The adjudicator will, likewise, normally not award costs if the applicant indicates in box 7 of the application form (CNA1) that it did not contact the company prior to making the application.

10.4.2 If there is no indication (or there is inadequate indication) on the application form as to whether reasonable pre-action contact was made, the adjudicator may request information from the applicant prior to considering whether an award of costs is appropriate.”

23. Also relevant is s. 1139 of the Act, which states:

“Service of documents on company

(1) A document may be served on a company registered under this Act by leaving at, or sending it by post to, the company’s registered office.”

24. I am satisfied that both of the applicant’s letters before action were properly addressed to the primary respondent’s registered office. The letter of 14 May 2024 says that it was sent “by post” and that of 11 December 2024 “by first class and registered post”. As I have said above, it is not argued that the first of these letters went astray.

25. As to whether the letters warned that legal proceedings might result if the name were not changed, the letter of 14 May 2024 outlines the registered trade marks owned by the applicant and the rights which it claims are protectable under passing off law. The letter further states that the primary respondent’s activities amount to an infringement of the applicant’s trade mark rights and passing off. It says that in order to avoid any formal action being taken, the applicant requires, among other things, that the company name be changed to one which does not include “BLACKROCKY”, “BLACKROCK” or any other similar name by 28 May 2024. It states that a failure to comply may mean formal action without further notice.

26. The letter of 11 December 2024 was brief but referred to the 14 May 2024 letter and said that the applicant was monitoring use of the domain https://blackrocky.com and the primary respondent’s corporate filings, “without prejudice to our client’s rights generally to take further action against your company”. It added that the applicant would consider “any attempt to […] maintain the company under its present name at Companies House (including by way of routine corporate filings) as evidence that you intend to continue to infringe its rights”.

27. I am satisfied that the letter of 14 May 2024 warned that legal proceedings may be instituted if the company name were not changed. The letter of 11 December 2024 was a second warning but was returned as undeliverable. It is, however, the primary respondent’s responsibility to provide an appropriate address for documents to be delivered by hand or post under s. 86 of the Act. The fact that the December letter was not delivered, despite being properly addressed, is not the fault of the applicant and is not a good basis for refusing to award costs to the applicant.

28. In my view, adequate notice that proceedings may be launched was provided to the primary respondent. The primary respondent appears to have ignored the applicant’s warning and only taken action when proceedings were filed and served in this tribunal. I do not think that it matters that the December letter was returned undelivered because the May letter plainly gave notice. The company name could have been changed earlier. No submissions have been made that there was any material change in circumstances between the applicant’s letter in May (or December) 2024 and the service of the form CNA1 which caused the change of name. It is to the respondents’ credit that the name was changed fairly swiftly after the application was served and this has undoubtedly reduced the overall costs for the parties but the fact remains that the primary respondent’s failure to change its name earlier resulted in the applicant incurring costs in filing the application. The application has achieved its desired result, even if there was no need for a decision from this tribunal. I consider it right that the applicant be awarded a contribution towards those costs.

29. The only costs incurred by the applicant are the filing fee for the form CNA1 and the costs of preparing that form. The CNA1 is not a complex form but evidence was filed with it. I award costs to the applicant, calculated as follows:

Official fee: £400

Preparing a statement: £400

Total: £800

30. I order Erlon Ltd (the new name of the primary respondent) and Eralp Karakaya, jointly and severally, to pay Blackrock, Inc. the sum of £800. This sum is to be paid within twenty-one days of the date of this decision.

31. Under section 74(1) of the Act, an appeal can only be made in relation to the decision to uphold or dismiss the application and this decision is therefore final.

Dated 14 July 2026

Heather Harrison

Company Names Adjudicator

1. The application form is verified by a statement of truth signed by Darren Meale, the applicant’s representative. Its contents are therefore his evidence. ↩

2. Written submissions dated 9 March 2026. ↩