Decision

Decision on Christendom Holdings Limited

Published 3 December 2025

Companies Act 2006

In the matter of application nos. 5555 and 5556 by Civitas Asset Management Limited for a change to the company name of Civitas Holdings Limited (company registration no. 16308289) and Civitas Build Limited (company registration no. 16315400)   

Decision on costs costs

1. The company names Civitas Holdings Limited and Civitas Build Limited (“the primary respondents”) have been registered since 11 March 2025 and 13 March 2025 respectively. The nature of their business is recorded on the Companies House website under SIC code 64203 - Activities of construction holding companies and SIC code 41202 - Construction of domestic buildings, respectively.

2. On 22 August 2025, Civitas Asset Management Limited (“the applicant”) filed applications to this Tribunal for a change of name of the primary respondents’ registrations under section 69 of the Companies Act 2006 (“the Act”).

3. The applications were served on the primary respondents under cover of the Tribunal letter dated 5 September 2025 and directed that, if the primary respondents wished to file a defence, they should do so on or before 6 October 2025. No defences were filed but on 10 September 2025 Mr James Jackson emailed the Tribunal, on behalf of the primary respondents, providing a reply to the applicant’s Form CNA1s. He informed the tribunal that he had taken steps to change the names of the primary respondents and submitted that “this demonstrates his good faith, cooperation, and willingness to resolve the matter without further escalation.”

4. On 11 September 2025, the names of both primary respondents were voluntarily changed to non-offending names. Civitas Holdings Limited changed its name to Christendom Holdings Limited. Civitas Build Limited changed its name to Condura Limited.

5. In the absence of defences and in light of the voluntary change of names, the two sets of proceedings can be closed.

6. On both the application forms (Form CNA1), at point [17], the applicant indicated that it was claiming costs. Consequently, the one remaining issue, in both sets of proceedings, is that of costs.

7. In the Form CNA1, point [7] asks the question “Did you warn the company that if it did not change its name that you would start legal proceedings against it? If ‘yes’, when did you warn the company?” In both sets of proceedings, the applicant indicated ‘yes’ and that a letter had been sent to the primary respondents on 10 June 2025.

8. On 26 September 2025, noting that the names of both primary respondents had been voluntarily changed to non-offending names, the Tribunal issued letters stating that:

(i.)The applications were deemed to be without object and that it was minded to close the cases;

(ii.) the preliminary view of the Tribunal was to award £800 costs to the applicant in each case, and;

(iii.) James David Jackson was to be joined, in both proceedings, as co-respondent.

9. By email of 14 October 2025, Mr James wrote to the Tribunal challenging the preliminary view on costs. His reasons were:

(i.) That both the primary respondents are small, non-infringing entities, one being a small building business and the other a dormant holding company;

(ii.) Despite not needing to, the names have been changed voluntarily, promptly and in good faith;

10. Consequently, he submitted that no costs should be awarded to the applicant and that the respondents’ own reasonable costs be reimbursed. If the Tribunal did not accept this position, he requested a hearing to challenge the preliminary view on costs.

11. The Tribunal subsequently directed that the applicant provided a copy of its letter before action (directed to both primary respondents) of 10 June 2025 and this was duly provided.

12. A hearing took place on 18 November 2025 where Mr James appeared for the primary respondents. The applicant did not attend.

13. At the hearing, Mr Jackson provided submissions again claiming that his business is a “tiny, part-time domestic building business” with no website or other promotional activities and with no links to the applicant and is not in the same field of business. I have sympathy with Mr Jackson’s position, but I explained that I had to balance his views and his position that it would be unjust to award costs against the respondents with the fact that the applicant has incurred costs in bringing proceedings following an absence of action by the primary respondents after receiving the letter before action.

14. The applicant’s letter before action of 10 June 2025 included the following, under the heading of “Next Steps” [with my emphasis added]:

Our client takes a pragmatic approach to matters of this kind and has no desire to bring formal proceedings against you if this can be avoided […]

Our client therefore requests that you apply to change the company names at Companies House within 14 days of the date of this letter, i.e. by no later than 24 June 2025, to a name that does not incorporate the term “CIVITAS” or anything similar thereto.

Please provide us with your response and copies of your correspondence with Companies House by 4pm on 24 June 2025. In the event that a satisfactory response is not received by that date, our client will consider further action against you. […]

Please do not hesitate to call us on the number shown […] if you have any questions or would like to discuss this matter further.”    

15. Mr Jackson submitted that because he did not perceive that there was any overlapping trade between the parties, nor were the respondents “in breach of anything”, that the letter “did not apply” to him or the primary respondents and that the letter before action “was not serious”.

16. Having reviewed the content of the letter before action, I consider that the applicant made it clear what it required of the primary respondents and, also, what were the consequences if they did not comply with the request. The primary respondents were required to change their names within 14 days. The letter makes reference to “formal proceedings” and, therefore, the statement that the applicant “will consider further action” will be perceived as being a reference to considering “formal proceedings”. Consequently, I consider that the primary respondents were provided with adequate notice that if they failed to act as required in the letter before action that formal proceedings may be launched against them.

17. Whilst I have sympathy with Mr Jackson, it was his inaction when receiving the letter before action that led to the commencement of proceedings before the Tribunal and the applicant incurring costs associated with bringing the proceedings. Mr Jackson acted swiftly once the applications were launched and this limited any further costs for the applicant, but this does not overcome the fact that some costs were incurred before then and, in light of the primary respondents not filing a defence in either proceedings, the applicant is entitled to a contribution towards these costs.

18. The preliminary view was to award costs of £800 in each set of proceedings comprising of the £400 official fee and £400 for legal costs associated with preparing the cases and filing the application forms (Form CNA1). I have reviewed these forms and they are virtually identical in nature, differing only where the primary respondent’s name is mentioned. This duplication will have resulted in a reduction of work on the part of the applicant’s representative in producing the second Form CNA1. With this in mind, in respect of the second application, I award a total of £500, made up of the £400 official fee and £100 for the costs associated with preparing and submitting the substantially duplicated form.

19. Therefore, because the applicant has been successful in both sets of proceedings, it is entitled to a contribution towards its costs, in accordance with the scale published at paragraph 10.1 of the Tribunal’s practice direction. I award costs as follows:

CNA5555

£400 official fees (Form CNA1)
£400 for preparing a statement

£800 in total

CNA5556

£400 official fees (Form CNA1)
£100 for preparing a substantially duplicated statement

£500 in total

20. I order Christendon Holdings Limited and James David Jackson, jointly and severally, to pay Civitas Asset Management Limited the sum of £800 and I order Condura Limited and James David Jackson, jointly and severally, to pay Civitas Asset Management Limited the sum of £500. These sums are to be paid within 21 days of the date of this decision.

Appeal

21. Under section 74(1) of the Act, an appeal can only be made in relation to the decision to uphold the application. There is no separate right of appeal in relation to costs and, therefore, this decision is final and is not subject to appeal.

Dated 25 November 2025

Mark Bryant
Company Names Adjudicator