Decision

Decision on Borgmann Mechanical Seal Group Co., Ltd

Published 24 May 2024

Order under the Companies Act 2006

In the matter of application No. 4721

For a change of company name of registration No. 12906787

Decision

The company name BORGMANN MECHANICAL SEAL GROUP CO., LTD has been registered since 2 September 2022 under number 12906787. Prior to this, the company was called 12906787 LTD from 25 August 2022 to 2 September 2022; 133005379 LTD from 5 July 2022 to 25 August 2022 and EAGLEBURGMAN MECHANICAL SEAL GROUP CO., LTD incorporated on 25 September 2020.

By an application filed on 21 February 2024, EAGLEBURGMANN GERMANY GMBH & CO., KG 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 12 March 2024, 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. On 12 March 2024, the Tribunal wrote to Yi Liu to inform them that the applicant had requested that they be joined to the proceedings. No comments were received from Yi Liu in relation to this request. On 22 April 2024, Yi Liu was joined as a co-respondent. On 22 April 2024, 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. 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) BORGMANN MECHANICAL SEAL GROUP CO., 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) BORGMANN MECHANICAL SEAL GROUP CO., LTD and Yi Liu 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.

EAGLEBURGMANN GERMANY GMBH & CO., KG, having been successful, is entitled to a contribution towards its costs. I order BORGMANN MECHANICAL SEAL GROUP CO., LTD and Yi Liu, being jointly and severally liable, to pay EAGLEBURGMANN GERMANY GMBH & CO., KG 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 22 May 2024

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. ↩