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  • Section 4: Section 4: Names and Change of Names

    • Article 36 - Registration of name

      (1) The name of an LLC must:
      (A) be written using letters of the English alphabet or such other characters acceptable to the CRO; and
      (B) end with:
      (i) the expression "Limited Liability Company"; or
      (ii) the abbreviation "llc" or " LLC".
      (2) An LLC shall not be registered by a name:
      (A) which includes, other than at the end of the name, either the expression "Limited Liability Company" or either of the abbreviations "llc" or LLC";
      (B) which is the same as a name appearing on the index of names maintained by the CRO or by the Ministry of Economy and Commerce in the State; or
      (C) which in the opinion of the CRO is offensive or otherwise undesirable.
      (3) Except with the approval of the CRO, an LLC shall not be registered by a name which in the opinion of the CRO would be likely to give the impression that it is connected in any way with the State.
      Amended (as from 5th April 2015).

    • Article 37 - Change of name

      (1) An LLC may, by Special Resolution, change its name at any time to another name with which an LLC may be registered under Article 36.
      (2) Where an LLC changes its name it shall deliver, within 21 days of the Special Resolution, a notice to the CRO and shall pay to the CRO the Prescribed Fee.
      (3) A notice delivered under Article 37(2):
      (A) shall be in a form prescribed or approved by the CRO; and
      (B) shall be signed by a director or secretary of the LLC or authenticated in a manner approved by the CRO.
      (4) Where the CRO receives a notice under Article 37(2) it shall (unless the new name is one by which an LLC may not be registered):
      (A) enter the new name on the register in place of the former name; and
      (B) issue a certificate of the change of name.
      (5) The change of name has effect from the date on which the certificate referred to in Article 37(4)(B) is issued.

    • Article 38 - Effect of change of name

      A change of name by an LLC does not:

      (1) affect any of its rights or duties; or
      (2) render defective any legal proceedings by or against it
      and any legal proceedings that might have been commenced or continued against it in its former name may be commenced or continued against it in its new name.

    • Article 39 - Power to require change of name

      (1) Where an LLC has been registered by a name which:
      (A) is the same or, in the opinion of the CRO, too like a name appearing at the time of registration in the index maintained by the CRO; or
      (B) is the same as or, in the opinion of the CRO, too like a name which should have appeared in the index at that time
      the CRO may within 12 months of that time in writing direct the LLC to change its name within such period as it may specify.
      (2) If it appears to the CRO:
      (A) that misleading information has been given for the purpose of the registration of an LLC by a particular name; or
      (B) that undertakings or assurances have been given for that purpose and have not been fulfilled
      it may, within 5 years of the date of its registration by that name, in writing direct the LLC to change its name within such period as the CRO may specify.
      (3) If in the CRO's opinion the name by which an LLC is registered gives so misleading an indication of the nature of its activities as to be likely to cause harm to the public, it may in writing direct the LLC to change its name within such period (being not less than 1 month) as the CRO may specify.
      (4) The LLC may, within 3 weeks from the date of any direction under Article 39(1), (2) or (3), apply to the Regulatory Tribunal to set it aside and the Regulatory Tribunal may set the direction aside or confirm it and, if it confirms it, shall specify the period within which it must be complied with.
      (5) Where a direction has been given under Article 39(1), (2) or (3) specifying a period within which an LLC is to change its name, the CRO may at any time before that period ends extend it by a further direction in writing.
      Amended (as from 5th April 2015).

    • Article 40 - Improper use of "Limited Liability Company"

      (1) If any person carries on a Business under a name or title which includes in the last words
      (A) the expression "Limited Liability Company"; or
      (B) any contraction or imitation of that expression
      that person, unless an LLC or a Branch of a Non-QFC Company whose corporate name includes the words "limited liability company" or an abbreviation thereof, contravenes these Regulations.

    • Article 41 - Similarity of names

      In determining for the purpose of this Section 4 whether one name is the same as another there are to be disregarded:

      (1) the definite article as the first word of either name;
      (2) any of the following at the end of the names:
      (A) "limited liability company";
      (B) "company";
      (C) "limited";
      (D) "unlimited";
      (E) "limited partnership";
      (F) "limited liability partnership";
      (G) "partnership"; and,
      (H) and any abbreviation thereof;
      (3) type and case of letters, accents, spaces between letters and punctuation marks; and
      (4) "and" and "&" are to be taken as the same.