This form is for reservation of names by Companies. By filing this form, user will be able to submit its application for reservation of the proposed name for a Company in Form 33 under the Companies Act of Barbados. After filing of this Form 33, the CAIPO Officers will review the Form along with documents annexed to the same and if they find the same to be in order, then the form will be approved and one of the proposed names will get reserved for the applicant.
Companies Act, Cap. 308 and the Companies Regulations, 1984
An Act to revise and amend the laws relating to companies and to provide for related and consequential matters. View the Act. View the Regulations
As is the case with natural persons, a company’s name is one of the important features which identifies the company within the business community. Its name also enables other business persons, government authorities and members of the public at large to identify with some degree of precision the specific legal entity which is carrying on business in or from Barbados.
In short, a company’s name gives the company a distinct and unique identity which is not to be confused with that of another company. With this in mind, the Companies Act, Cap. 308 (s.11) expressly forbids the incorporation of a company with a name which is prohibited or refused, or with a name which is reserved for another company or intended company.
Additionally, where a company has been incorporated with a name to which objection has been taken, section 12(2) of the Act empowers the Registrar, upon being satisfied that the name should be changed, to direct that the company to amend its articles to change its name. Under Barbados law (s.416), a company name must not be identical or similar to the name of business name of another person association or partnership or firm where the use of the name would be likely to confuse or mislead.
Such names are prohibited from registration unless the written consent of the person, association, partnership or firm is obtained to the use of the name in whole or in part, and EITHER (i) the company undertakes to cease to carry on its business or activities within six (6) months after the filing of the articles by which the name is acquired; OR (ii) the association, partnership or firm undertakes to cease to carry on its business or activities within six (6) months after the filing of the articles by which the name is acquired.
An ‘external company’ wishing to conduct an undertaking in Barbados and seeking registration under the Act is subject to the provisions of the Companies Act within respect to prohibited or refused names. (See s.324 – s.346 Companies Act, Cap 308) (s.346 Corporate (Miscellaneous Provision) Act 2015-1)
It will therefore be appreciated that one of the most important preliminary matters to be addressed before incorporating a company or changing the name of an existing company is to obtain an approved name for the company from the Registrar of Companies.
The Companies Act, Cap. 308 contains a mechanism or procedure whereby persons desirous of incorporating an intended company, or companies intending to amalgamate or change their names, may apply to the Registrar for the name to be approved and reserved.
To save time, an application for Name Search and Name Reservation (Form 33) is usually submitted to the Registrar in advance of other applications such as for incorporation, registration, amalgamation or a name change amendment as the case may be.
The first step in the Name Search and Name Reservation procedure under the Companies Act, Cap. 308 is to obtain a Request for Name Search and Name Reservation Form (Form 33).
The Request for Name Search and Name Reservation Form (Form 33) can be completed online and submitted through the Corporate Affairs & Intellectual Property Office (CAIPO) website. The prescribed filing fee is BDS $30.00.
Section 415 of the Companies Act, Cap. 308 provides that a name for an intended company or a company about to change its name may be reserved for ninety (90) days. During this period, no other company may be incorporated with or be allowed to have the reserved name.
During the ninety (90) day name reservation period, the documents relevant to other applications (e.g. an application for incorporation, amalgamation or amendment) must be filed with the Registrar.
If no further online requests are received during the ninety (90) day name reservation period, the name automatically becomes unavailable and must be reserved again.
Processing of your Name Search and Name Reservation Request Once the request is submitted and the prescribed fee of $30.00 is paid, the request is processed. On average the Department takes approximately 2 working days to process an application for name search and name reservation.
- A company name cannot be reserved until the prescribed fee has been paid;
- Do not invest any money on the name, for example, signs, printing and advertising. The name is only “on reserve” and may be cancelled prior to incorporation;
- All requested information must be included in the Name Search and Name Reservation Form (Form 33). Make sure, for example, that you indicate the type of business which the company carries on or is proposing to carry on, the derivation of the name, and what the name is for e.g. for incorporation of a non-profit company; registration of an external company, amalgamation or a name change;
- You are allowed to list three (3) alternative choices of name on the Name Search and Name Reservation Form. It is suggested that you utilize all three (3) choices and that you list your choices of name on the Form in order of preference. It should be noted that a search is carried out to select the first name available. When approval is granted, the name is reserved in our computer database for the statutory ninety (90) day period and no further searches are conducted on your second or third choices;
- In order for a name to be approved it must have a corporate designation for example the words “Limited”, “Corporation” or “Incorporated” or the abbreviation “Ltd”, “Corp” or “Inc”;
- If one of the three (3) names submitted by you is approved, that name will be reserved for the statutory period of ninety (90) calendar days. When a name approval has expired a further fee must be paid to reserve the name for a further ninety (90) days;
- You will not be able to incorporate a company with a name that is similar to or the same as an existing company or business name unless consent in writing to use the name is given by the existing company or the owner of the registered business name. However, there are some exceptions (where consent is given to the use of the name and the name is likely to mislead or confuse.)
- dissolve the company or to change its same or similar name to a dissimilar name; or
- in the case of a business name to cease to carry on business under the name. The business name may also be required to change its name; (Section 416(a)(i) & (ii)).
- An authorized Officer or Director of the existing company or the owner(s) of the business name must give consent;
- Names with numbers alone [e.g. “123456 Ltd”] are not allowed;
- Names must not be identical to the name of a body corporate previously incorporated in Barbados; (Section 416(b)).
- The name must not suggest or imply a connection with the Crown or Government (Section 416(c)). Consent in writing is required for a name that suggests such a connection. Words such as “National”, “Government” and such like words may require special permission from the relevant authority;
- The name must not suggest or imply a connection with a political party or a leader of a political party (Section 416(d)). This is wholly prohibited and no consent will be allowed;
- The name must not suggest or imply a connection with a University or professional group etc. (Section 416(e)). Consent in writing from the University or association is required for the use of such a name;
- Once you have obtained approval to use the name, file the next set of documentation (whether for incorporation, registration, amalgamation or amendment as the case may be) with the Registrar of Companies prior to the expiry date of your name approval;
- Personal names are sufficiently distinctive and are acceptable in the corporation’s name. Generally, however, you cannot use your name alone as the name of a corporation e.g. John Brown Limited is not acceptable, but John Brown Construction Limited is.