Decision

Decision on TUV Audita Ltd

Published 19 November 2025

Companies Act 2006

In the matter of application no. 5328 by TUV UK Limited for a change to the company name of TUV AUDITA LTD, company registration no. 15448819

Costs decision

1. Company no. 15448819 (“the primary respondent”) was incorporated on 29 January 2024 with the name TUV AUDITA LIMITED. The nature of its business was recorded on the Companies House website under SIC code 70229 (Management consultancy activities other than financial management).

2. On 4 March 2025, TUV UK Limited (“the applicant”) filed an application to this Tribunal for a change of name of the primary respondent’s registration under section 69 of the Companies Act 2006 (“the Act”). The applicant stated that on 20 November 2024 it had sent a letter to the primary respondent informing it that it would instigate legal proceedings if the primary respondent did not change its name. The applicant further stated that this letter was delivered on 25 November 2024. I note here that the Form CNA1 contains a statement of truth, signed by a named individual.

3. A copy of the application was sent to the primary respondent’s registered office on 1 April 2025, in accordance with Rule 3(2) of the Company Names Adjudicator Rules 2008 (“the Rules”). On the same day, the Tribunal wrote to Syed Imran Haider Abbas Shah to inform him that the applicant had requested that he be joined to the proceedings because of his position in the company as director at the time at which the company name was registered. The primary respondent was given a deadline of 1 May 2025 for filing a defence.

4. As no defence was received by this date, the Tribunal wrote to the primary respondent on 10 June 2025 informing it that in accordance with Rule 3(4) of the Rules the adjudicator may treat the application as not being opposed and may make an order under section 73(1) of the Act requiring the name to be changed. This letter also stated that, under Rule 5(3), either party had the right to be heard, and that any request should be made on or before 24 June 2025.

5. On the same day, the Tribunal wrote to Mr Shah informing him that the adjudicator had decided that he should be joined to the proceedings as co-respondent and be jointly and severally liable with the primary respondent for any costs in the proceedings. A period of 14 days from the date of the letter, i.e. until 24 June 2025, was allowed for Mr Shah to request a hearing, in the event that he disputed this decision. No hearing was requested on this point.

6. On 24 June 2025, Mr Shah wrote to the Tribunal to say that the primary respondent had been dissolved. The Companies House website shows that the application to strike the company off the register was made on 19 May 2025 and the company dissolved on 12 August 2025. The Tribunal then wrote to the applicant on 28 August 2025 informing it of the dissolution of the primary respondent and giving it a period of two weeks in which to state whether it agreed to the closing of the case. The letter also contained the preliminary view of the adjudicator that, should the case be closed at this stage, the applicant should receive a costs award of £600, as notice had been given to the primary respondent before this action had been commenced. A period of two weeks was set in which a hearing could be requested if either party disagreed with this preliminary view.

7. On 11 September 2025, Mr Shah filed a request for a hearing (Form CNA4). A costs hearing was appointed for 22 October 2025 and the parties informed accordingly.

8. The hearing took place before me by telephone. Mr Shah represented himself and the applicant was represented by Sabrina Höhne of TÜV NORD AG. Both parties had filed written submissions in advance of the hearing.

9. Mr Shah began by saying that he personally had not received the letter from the applicant. He first became aware of the applicant’s objections to the company name when he received the letter from the Tribunal serving the applicant’s Form CNA1. He then took action to dissolve the company which he states had never traded. Rather, it had been incorporated so as to be ready for use in the future. He also said that the family had moved to a new address in October 2024, but it appears that the registered office of the primary respondent was not changed at Companies House until 1 February 2025. He claimed that he had had no intention to mislead anyone and that he had taken action as soon as he was aware that there was an issue. Further, he submitted that, because the company had not traded and was dissolved promptly, there could have been no confusion and the applicant could not have suffered any reputational damage or financial harm. He requested that the Tribunal waive the award of costs.

10. Ms Höhne stated that the pre-action letter had been delivered and argued that it was the responsibility of a company to ensure that arrangements were in place for the forwarding of mail. The applicant had waited for four months before filing the application at the Tribunal and it would be unfair to deny it costs, when it had had to take this step and incur costs in so doing.

11. Having heard the submissions of both parties, I reserved my decision.

12. Rule 11 states that:

The adjudicator may, at any stage in the 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.

13. The Company Names Tribunal practice direction (“the practice direction”) states that where here has been an application to strike off a company, costs may be awarded where pre-action enquiries have been made. It also explains that the adjudicator will not usually award costs if the respondent satisfies the Tribunal that it did not receive adequate notice that the application would be made.

14. Mr Shah did not dispute that the applicant’s letter of 20 November 2024 had been delivered to the address shown on the Register of Companies. As I have already noted, this was not the address at which his family was resident at the time. In contrast, the letter from the Tribunal serving the CNA1 was received as the address details had been updated in the period between the sending of the pre-action letter and the filing of the CNA1. The responsibilities of company directors include informing Companies House of changes in the address where a company’s records are kept or of an intention to change the registered office of a company. If the directors’ place of residence or work is different, it is, in my view, essential that there is some system for ensuring that important mail reaches the people who are empowered to deal with it. On receiving no response to its letter, the applicant filed a Form CNA1 four months after sending the letter to the address shown on the Register of Companies. Although I am satisfied that Mr Shah did not receive notice, I consider that the reason for this was his own failure to keep the register up-to-date. In the circumstances, I consider that the applicant did all it could to provide adequate notice to the primary respondent prior to making the application and it would not in my view be just for the applicant to suffer as a result of the primary respondent’s failure. Consequently, I find that the applicant should be entitled to a contribution towards the costs that it has incurred as a result of the lack of any response to this first letter.

15. I acknowledge that the co-respondent acted promptly following receipt of the Form CNA1, in dissolving the company. However, for the reason I have given above, a costs order is warranted in favour of the applicant who had to complete and file the Form CNA1 and pay the official fee of £400. While Ms Höhne attended the costs hearing and filed written submissions, the applicant has not sought an award for this stage of the proceedings. I also note that the submissions were relatively brief, as was the hearing itself. I therefore uphold the preliminary view to award the applicant costs of £600.

16. Since the primary respondent is recorded as dissolved by voluntary strike-off as of 12 August 2025, I order Syed Imran Haider Abbas Shah to pay TUV UK Limited costs in the sum of £600 on the basis indicated above, to be paid within 21 days of the date of this decision.

17. Section 74(1) of the Act provides for an appeal to the court “from any decision of a company names adjudicator to uphold or dismiss an application under section 69”. The present decision is not such a decision. There is no right of appeal in respect of this costs order.

Dated 13 November 2025

Clare Boucher
Company Names Adjudicator