Decision

Decision on Software Mind Ltd

Published 14 October 2025

Companies Act 2006

In the matter of application No. 5435 by Software Mind Outsourcing Services Ltd for a change to the company name of Software Mind Ltd, a company incorporated under number 15296126, now named Mintline Ltd

Decision on costs

1. Company number 15296126 was incorporated on 20 November 2023.  On 22 May 2025, Software Mind Outsourcing Services Ltd (“the applicant”) made an application under the provisions of section 69(1)(b) of the Companies Act 2006 (“the Act”), for a change of name of the company registered under no. 15296126. At the time of the application, the company name was Software Mind Ltd.  A copy of the application was sent to the registered office of the company (“primary respondent”) on 3 July 2025, in accordance with rule 3(2) of the Company Names Adjudicator Rules 2008 (“the Rules”).

The applicant changed its name to Software Mind Ltd on 2 September 2025.

2. The primary respondent did not file a defence but on 30 July 2025 it voluntarily changed its name to Mintline Ltd.

3. On 15 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 notice was given by the applicant to the primary respondent prior to the application being filed, it was the Tribunal’s preliminary view to award £600 to the applicant.  Two weeks was allowed for a hearing request, if either party disagreed.

4. The primary respondent filed Form CNA4 on 19 August 2025 to request a hearing, disagreeing with the preliminary view that the applicant be awarded costs.  I heard the matter by videoconference on 26 September 2025.  Mr Ivaylo Stoichkov, the primary respondent’s director, represented the primary respondent. He filed written submissions prior to attending the hearing.  The applicant did not attend, but instead filed written submissions in lieu of attendance.  I make this decision after having read all the papers and having listened to Mr Stoichkov’s oral submissions.

5. In answer to the question in box 7 of its Form CNA1 “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?”, the applicant had entered the following text:

Form CNA1 is the statutory form for applying to change a company name under section 69(1) of the Act.

Yes, the company was summoned and warned on 7 May 2025.  As of the date of this application, the company has not responded to the summons and has not provided evidence of steps to change its name.

6. The period between 7 May 2025 and the filing of the application, on 22 May 2025, was two weeks.  The applicant also attached to its Form CNA1 a copy of the letter dated 7 May 2025, which it considered to be notice to the primary respondent that it would file the application.  In that letter, the applicant said:

In light of the above, I demand that you provide clear evidence of steps taken to change your company name within three (3) business days of receipt of this message.
Should you fail to comply within the stated timeframe, the matter will be referred without further notice to the appropriate authority for formal adjudication under the Companies Act 2006.

7. In written submissions dated 27 August 2025, the primary respondent/Mr Stoichkov said that the applicant’s warning letter of 7 May 2025 was sent only to info@softwaremind.co.uk:

This is a generic, unmonitored inbox.  It is not my personal email and not the official registered office address listed at Companies House.
The Applicant could have written to the company’s registered office, as shown at Companies House, but chose not to.  That would have been the correct and reliable method of service.
Because the notice was sent only to an unmonitored inbox, I did not see it at the time.  I only became aware of the Applicant’s position when I received the Tribunal’s CNA1.
The Applicant also gave me an unrealistic three-day deadline in that email and then took no further steps to ensure I had actually received it.
For these reasons, I believe the warning letter was not properly served, and I was not given a fair opportunity to respond before proceedings were started.

8. At the hearing, Mr Stoichkov said that, as a start-up company, he and his business partner had been required to set up a landing page on the internet and that the email address was on the landing page.  However, at this point, the company was not trading and the inbox was unmonitored.

9. For its part, the applicant said in its written submissions dated 17 September 2025 that:

The warning letter was sent to the only publicly available email address of the Respondent’s company at the time…The Applicant had no reason to assume that the address was not actively monitored, given that it was presented as the company’s contact point…

It should also be stressed that there is no statutory requirement obliging the Applicant to serve such a warning in any particular form, nor is there any requirement that it must be sent by post.

As regards the three-day deadline, the Respondent’s assertion that it was unrealistic is unfounded.  The Applicant only expected the Respondent to demonstrate, within that period, that steps had been taken to change the company name, for example, by providing proof of a filing at Companies House….

Decision

10. 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.

11. 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.

12. I consider that “adequate notice” is wide enough to encompass matters other than the elapse of time between a warning letter being sent and the filing of the application.

13. The applicant also said this in its written submissions:

  The Applicant did not have access to the personal email addresses of the directors, and therefore could not have been expected to contact them individually. Furthermore, according to information disclosed in the Companies House register, the co-respondent David Varela-Forjan has resigned and has not held any director position in the company since 16 July 2025.

14. I fail to see the relevance of Mr Varela-Forjan having resigned on 16 July 2025: the application was filed on 22 May 2025, when he was still a director.  The applicant knew of the existence of both Mr Stoichkov and Mr Varela-Forjan because it entered their names on the Form CNA1, requesting they were joined as co-respondents (which they later were), although I accept that it may not have known at the time it made the application how to contact them personally by email.

Mr Stoichkov provided screenshots from the primary respondent’s LinkedIn page showing that someone from the applicant had visited the page at an unknown date and that, on 31 July 2025, someone from the applicant de-activated the primary respondent’s LinkedIn page.

15. The applicant submits that it directed its warning letter of 7 May 2025 “to the only official communication channel of the company.”  I disagree.  If anything could be said to be an official communication channel for the company, it was its registered company address, obtainable from the register of companies held by Companies House.  The applicant must have consulted the Companies register in order to obtain the names and positions of the two directors.  The email address was not the only official communication channel of the company.  I also agree with Mr Stoichkov that to send the letter to the primary respondent’s registered address would have been correct and reliable. 

16. It is also questionable whether a single email, which was not followed up, counts as reasonable pre-action contact, as specified in the Practice Direction.  However, putting that to one side, I am also not satisfied that adequate notice was given by the applicant.  The applicant says that its three-day deadline for evidence of steps being taken to change the company name was realistic and sufficient.  It is not sufficient if the warning has not been seen.  Nor is filing the application two weeks later without a follow-up, considering the warning letter was sent to what is clearly not a personal email address and without a corresponding, or follow-up, warning letter being sent to the registered company address.  That address was clearly monitored because that was the address to which the Tribunal served the application: Mr Stoichkov says that it was only then that he became aware of the applicant and its complaint.  The primary respondent’s name was changed later the same month, prior to the deadline for filing a defence.

17.

I note that section 1139 of the Act states:

Service of documents on company

- 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.”

18. I further note that in Axnoller Events Ltd v Brake [2022] EWHC 1162 (Ch), HHJ Paul Matthews, sitting as a Judge of the High Court, said the following, with regard to the Civil Procedure Rules (“CPR”) and the address for service in those proceedings:

“14.  The relevant procedural rules in the CPR are these:

6.23. (1) A party to proceedings must give an address at which that party may be served with documents relating to those proceedings. The address must include a full postcode unless the court orders otherwise. …

(2) Except where any other rule or practice direction makes different provision, a party’s address for service must be –

[ … ]

(c) where there is no solicitor acting for the party –

(i) an address within the United Kingdom at which the party resides or carries on business; …

[ … ]

6.24. Where the address for service of a party changes, that party must give notice in writing of the change as soon as it has taken place to the court and every other party.

[…]

16. The first question is whether the rules actually require a physical address, or whether the supply of an email address is sufficient to comply with them. In Smith v Marston Holdings Ltd [2020] EW Misc 23 (CC), a county court case, the applicant for pre-action disclosure gave as his address a physical address which was demonstrated to be a shop where postal mail could be received and held until called for; in other words, an accommodation address. It was submitted that this did not comply with the rules.

17. I considered the wording of CPR r 6.23, and the comment in the 2020 White Book at paragraph 6.23.1 as follows:

It should be noted that where a solicitor’s or European lawyer’s address is not given under (2)(a) or (b) the address must be an address within the UK or EEA state at which the party resides or carries on business. The precise wording of this rule is important because on occasions defendants attempt to give a PO box address as an address for service. However, a person cannot ‘reside’ at or ‘carry on business’ at a PO box although such a business might be carried on by using such a PO box address. In the circumstances a PO box would not be a valid address for service under that rule.

18. I then said this:

27. I respectfully agree with the reasoning in this comment. The use of a post office box number or accommodation address, where the person concerned neither resides not [sic] carries on business, does not comply with the rule. This is yet further unacceptable behaviour by the applicant. Mr Edwards said that the consequence was that the court might strike out the proceedings. There is of course a power in CPR rule 3.4 to strike out a statement of case where there has been a failure to comply with a rule: see rule 3.4(2)(c). But an application notice is not a statement of case: see the definition in CPR rule 2.3(1). On the other hand, the court clearly has general management powers under rule 3.1, including the power to stay the whole or part of any proceedings: see rule 3.1(2)(f). In an appropriate case, that might be a suitable sanction, until a compliant address were provided. But in circumstances where I have decided on other grounds to refuse the applications as totally without merit, it is not necessary to take the matter further, apart from recording this further example of bad litigation practice.

19. I adhere to that view. But, if you cannot ‘reside’ at or ‘carry on business’ at a PO box, then by parity of reasoning an email address will not satisfy the rules either, because you cannot reside or carry on business at such an address. Whether the rules should continue to require a physical address, or whether an email address should be considered sufficient for service, are not matters for me, but (if for anyone) for the Rules Committee. I must apply the procedural rules as I find them. As the Guy Parties say, there are cases where personal service is needed, and a person’s place of residence or business is a good starting point to locate that person.

19. I find that, in these proceedings, the single email sent to a non-personal email address without any follow up and without contacting the primary respondent at its registered company address did not constitute either reasonable pre-action enquiries or adequate notice that the application would be made. There will be no award of costs made in favour of the applicant.  On the contrary, since the primary respondent has been successful in resisting the preliminary view to award costs against it, it is the primary respondent which is now entitled to an award of costs.

20. It is set out in the Practice Direction, at 10.1.1, that parties without professional legal representation will normally receive 50% of the scale costs, but full expenses. Therefore, the cost breakdown, reflecting the primary respondent’s success at the hearing, is:

Statutory fee for requesting the hearing on Form CNA4: £100
Preparing for and attending a (short) hearing: £100

Total: £200

21. I therefore order Software Mind Ltd, formerly Software Mind Outsourcing Services Ltd, to pay Mintline Ltd the sum of £200 within 21 days.  Under section 74(1) of the Act, there is no right of appeal in relation to costs.

$CTA Section 74(1) states: “ An appeal lies to the court from any decision of a company names adjudicator to uphold or dismiss an application under section 69.”  Therefore, an appeal can only be made in relation to the decision to uphold or dismiss the application; there is no separate right of appeal in relation to costs. $CTA 

Dated 7 October 2025

Judi Pike
Company Names Adjudicator