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Registration of Business Names Act

Commencement: 23 June 1970

LAWS OF THE REPUBLIC OF VANUATU
REVISED EDITION 1988

CHAPTER 62

REGISTRATION OF BUSINESS NAMES

QR 3 of 1970
QR 7 of 1974
QR 9 of 1978
Act 22 of 1984
Act 10 of 1988

ARRANGEMENT OF SECTIONS

SECTION

1. Interpretation

2. Firms, persons and corporations to be registered
3. Manner and particulars of registration
4. Reservation of name
5. Statement to be signed by persons, etc., registering
6. Time for registration
7. Registration of changes in firm, etc.
8. Penalty for default in registration
9. Persons, etc., in default bringing action shall be ordered by the court to register
10. Proceedings against unregistered firms, etc.
11. Penalty for false statements
12. Registrar to file statement and issue certificate of registration
13. Registrar to keep index

14. Deletion of names from register
15. Inspection of statements registered
16. Fees
17. Rules
18. Offences of corporations
19. Misleading business names
20. Penalty for use of name after refusal

SCHEDULE 1-Statement of particulars

SCHEDULE 2-Statement of changes in particulars

SCHEDULE 3-Notice of cessation of business

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REGISTRATION OF BUSINESS NAMES

To provide for the registration of business names by persons, firms, and corporations carrying on business in Vanuatu.

INTERPRETATION

1. In this Act and in any rules made thereunder, unless the context otherwise requires -
   

"firm" means an unincorporate body of two or more individuals or of one or more individuals and one or more corporations or of two or more corporations who have entered into partnership with one another with a view to carrying on business for profit;

"individual" means a natural person and shall not include a corporation;

"initials" includes any recognised abbreviation of a first name;

"Minister" means the Minister responsible for commerce;

"business name" means the name or style under which any business is carried on whether in partnership or otherwise;

"the Registrar" means the person appointed to fulfil the functions of Registrar of Companies in Vanuatu.

FIRMS, PERSONS AND CORPORATIONS TO BE REGISTERED

2. Subject to the provisions of this Act -

(a) every firm having a place of business in Vanuatu and carrying on business under a business name which does not consist of the true surnames of all partners who are individuals and the corporate names of all partners who are corporations, without any addition other than the true first names of individual partners or initials of such first names;

(b) every individual having a place of business in Vanuatu and carrying on business under a business name which does not consist of his true surname, without any addition other than his true first names or the initials thereof;

(c) every individual or firm having a place of business in Vanuatu who, or a member of which, has changed his name (except in the case of a woman, in consequence of marriage);

(d) every corporation carrying on business under a business name which does not consist of its corporate name without any addition;

shall be registered in the manner provided by this Act:

Provided that -

(i) where the business is carried on by a trustee in bankruptcy or a receiver or manager appointed by any court, registration shall not be necessary; and

(ii) a purchase or acquisition of property by two or more persons as joint tenants or tenants in common is not of itself to be deemed carrying on a business, whether or not the owners share any profits arising from the sale thereof.

MANNER AND PARTICULARS OF REGISTRATION

3. (1) Every firm, person or corporation required under this Act to be registered shall furnish, by sending by post or delivering to the Registrar, a statement in writing in the form prescribed in Schedule 1, containing the following particulars -
   

(a) the business name;

(b) the general nature of the business;

(c) the principal place of business;

(d) where the registration to be effected is that of a firm, the present first name and surname, any former first name or surname, the nationality, and if that nationality is not the nationality of origin, the nationality of origin, the usual residence and the other business occupation (if any) of each of the individuals who are partners, and the corporate name and registered or principal office of every corporation which is a partner;

(e) where the registration to be effected is that of an individual, the present first name and surname, any former first name or surname, the nationality, and if that nationality is not the nationality of origin, the nationality of origin, the usual residence and the other business occupation (if any) of such individual;

(f) where the registration to be effected is that of a corporation, its corporate name, the place and date of its incorporation and its registered office and principal place of business in Vanuatu;

(g) the date of the commencement of the business.

(2) Where a business is carried on under 2 or more business names, each of those business names must be stated.

RESERVATION OF NAME

4. (1) A firm, person or corporation may apply in writing to the Registrar for the reservation of a business name of which registration is to be sought.
   

(2) The Registrar upon payment of a fee of VT1,000 shall reserve the proposed name for a period not exceeding 6 months.

STATEMENT TO BE SIGNED BY PERSONS, ETC., REGISTERING

5. The statement required for the purpose of registration must, in the case of an individual be signed by him, and in the case of a corporation by a director or secretary thereof, and in the case of a firm either by all the individuals who are partners, and by a director or the secretary of all corporations which are partners or by some individual who is a partner, or a director or the secretary of some corporation which is a partner and in either of the last 2 cases must be verified by a statutory declaration made by the signatory:
   

Provided that no such statutory declaration stating that any person other than the declarant is a partner, or omitting to state that any person other than as aforesaid is a partner, shall be evidence for or against any such other person in respect of his liability or non-liability as a partner, and the Supreme Court may on application by any person alleged or claiming to be or not to be a partner, direct the rectification of the register and decide any question arising under this section.

TIME FOR REGISTRATION

6. (1) The particulars required to be furnished under this Act shall be furnished within 1 month after the firm, person or corporation commences to carry on the business in respect of which registration is required.
   

(2) This section shall apply in any case where registration is required in consequence of a change of name, as if for references to the date of commencing to carry on the business there were substituted references to the date of such change.

REGISTRATION OF CHANGES IN FIRM, ETC.

7. Whenever a change is made or occurs in any of the particulars registered in respect of any firm, corporation or person, such firm, corporation or person shall, within 1 month after such change or such longer period as the Minister may, on application being made in any particular case, whether before or after the expiration of such month, allow, furnish by sending by post or deliver to the Registrar a statement in writing in the form prescribed in the Schedule 2 specifying the nature and date of the change, signed and, when necessary, verified in like manner as the statement required on registration.
   

PENALTY FOR DEFAULT IN REGISTRATION

8. If any firm, corporation or person by this Act required to furnish a statement of particulars or of any change in particulars shall, without reasonable excuse, make default in so doing in the manner and within the time' specified by this Act, every partner in the firm, every director and the secretary of the corporation or the person so in default shall be liable on conviction to a fine not exceeding VT5,000 for every day during which the default continues.
   

PERSONS, ETC., IN DEFAULT BRINGING ACTION SHALL BE ORDERED BY THE COURT TO REGISTER

9. Where any firm, corporation or person by this Act required to send or deliver any statement to the Registrar has therein made default, and during such default commences any suit or action in any court in the business name, or for a cause of action arising out of any dealing by such firm, corporation or person in the business name, such court shall order the firm, corporation or person in default to send or deliver to the Registrar the proper statement as required by this Act, and may stay all proceedings in the suit or action until the order be complied with, or allow proceedings to be continued on an undertaking to comply with such order within a time to be limited by the court.
   

PROCEEDINGS AGAINST UNREGISTERED FIRMS, ETC.

10. If any firm, corporation or person required to be registered, as provided by this Act, shall fail to register accordingly, all proceedings in any court of competent jurisdiction may be taken and prosecuted against such firm, corporation or person in the name under which such firm, corporation or person is carrying on business, and such name shall, for the purposes of such proceedings, be a sufficient designation of such firm, corporation or person in all writs, summonses and other legal documents and instruments:
    

Provided that nothing in this section shall be construed to exempt any firm, corporation or person from compliance with any of the provisions of this Act.

PENALTY FOR FALSE STATEMENTS

11. If any statement required to be furnished under this Act contains any information which is false in any material particular to the knowledge of any person signing it, that person shall on conviction be liable to imprisonment not exceeding 6 months, or to a fine not exceeding VT50,000, or to both such imprisonment and fine.
    

REGISTRAR TO FILE STATEMENT AND ISSUE CERTIFICATE OF REGISTRATION

12. (1) Subject to subsection (2), on receiving any statement or statutory declaration made in pursuance of this Act, the Registrar shall cause the same to be filed, and he shall send by post or deliver a certificate of the registration thereof to the firm, corporation or person registering, and the certificate or a certified copy thereof shall be kept exhibited in a conspicuous position at the principal place of business of the firm, corporation or person and if not kept so exhibited every partner in the firm, every director and the secretary of the corporation, or the person as the case may be, shall be liable on conviction to a fine not exceeding VT10,000.
    

(2) The Registrar may call upon the signatory or signatories of any statement or declaration made in pursuance of this Act to furnish any information or evidence supporting any particular thereof and he may, if in his opinion such particular is not sufficiently substantiated, refuse to register the statement.

REGISTRAR TO KEEP INDEX

13. The Registrar shall keep an index of all the firms, corporations and persons registered at his office under this Act.
    

DELETION OF NAMES FROM REGISTER

14. (1) If any firm, corporation or person registered under this Act ceases to carry on business, it shall be the duty of the persons who were partners in the firm or the directors and secretary of the corporation at the time when it ceased to carry on business, or of the individual, or if he is dead, of his personal representative, as the case may be, within 3 months after the business has ceased to be carried on, to send by post or deliver to the Registrar notice in the form prescribed in Schedule 3 that the firm, corporation or person has ceased to carry on business and any person whose duty it is to give such notice failing within such period to do so shall on conviction be liable to a fine not exceeding VT10,000.
    

(2) On receiving a notice as provided by subsection (1), the Registrar shall delete the name of the firm, corporation or person from the register.

(3) Where the Registrar has reasonable cause to believe that any firm, corporation or person registered under this Act is not carrying on business, he may send to such firm, corporation or person, by registered post, a notice that unless an answer is received to such notice within 3 months from the date thereof, the name of the firm, corporation or person may be deleted from the register.

(4) If the Registrar either receives an answer from the firm, corporation or person to the effect that the business in question is no longer carried on or does not within 3 months after sending the notice receive an answer, he may delete the name of the firm, corporation or person from the register.

(5) Where a firm, corporation or person fails to pay the annual fee provided in section 16(l)(b) 3 months after the due date the Registrar may delete the name of the firm, corporation or person from the Register.

INSPECTION OF STATEMENTS REGISTERED

15. (1) Any person may inspect and make a copy of or extracts from, the statements filed by the Registrar.
    

(2) Any person may require a certificate of the registration of any firm, corporation or person, or a copy of or extract from any registered statement to be certified by the Registrar.

(3) A certificate of registration or a copy of or extract from any statement registered under this Act, purporting to be signed and certified by the Registrar shall be admissible in legal proceedings as prima facie and sufficient proof of the fact and date of registration and of the other particulars therein contained.

FEES

16. (1) The following fees shall be payable to the Registrar -

(a) for the registration of a statement under the provisions of sections 3 and 7, a fee of VT5,000 and VT2,500 respectively;

(b) an annual fee of VT2,500 upon each anniversary of the registration of the business name;

(c) for inspecting the register of statements filed by the Registrar or the index thereto, the sum of VT200;

(d) for the issue of a certificate of registration, or a certified copy or extract from any registered statement, the sum of VT3,000.

(2) The fees provided by subsection (1) may be amended from time to time by rules made by the Minister.

(3) The annual fee provided in subsection (1)(b) shall be increased to -

(a) VT3,000 if payment is made more than 1 month after the due date; and

(b) VT4,000 if payment is made more than 2 months after the due date.

RULES

17. The Minister may make rules for the purposes of this Act prescribing -

(a) the duties to be performed by the Registrar for the performance of his functions under this Act; and

(b) generally the conduct and regulation of registration under this Act and any matters incidental thereto.

OFFENCES OF CORPORATIONS

18. Where a corporation is guilty of an offence under this Act, every director, secretary and officer of the corporation, who is knowingly a party to the default, shall be guilty of a like offence and punishable accordingly and the burden of proving in any proceedings that such director, secretary or officer was not knowingly a party to the default shall rest with the person charged.
    

MISLEADING BUSINESS NAMES

19. (1) The Registrar shall refuse registration of a business name which is in his opinion undesirable.
    

(2) Without prejudice to the generality of the foregoing subsection no business name shall be registered by a name which -

(a) is identical with the name by which a company is registered under the Companies Act, Cap. 191 or under which a company has at any time been incorporated in Vanuatu (whether or not that company has been dissolved) or so nearly resembles such name as to be in the opinion of the Registrar calculated or likely to deceive or mislead;

(b) suggests or is likely to suggest connection with the Government of any country or with the United Nations or with any public board or statutory corporation or any municipal or other local authority;

(c) contains the words "co-operative" or "building society";

(d) contains words of a language other than the English, Bislama or French language.

(3) The registration of a business name under the provisions of this Act shall not be construed as authorising the use of that name if apart from such registration the use thereof could be prohibited.

PENALTY FOR USE OF NAME AFTER REFUSAL

20. If any firm, corporation or person required to be registered by the provisions of section 2 shall carry on or continue to carry on business after the Registrar has refused to register the name of such firm, corporation or person, every partner in the firm, every director and the secretary of the corporation or the person so carrying on or continuing to carry on business shall be liable on conviction to a fine not exceeding VT5,000 for every day during which the default continues.
    

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SCHEDULE 1

(Section 3)

STATEMENT OF PARTICULARS

1. The business name or names for which registration is required

2. The general nature of the business carried on under such name or names

3. The principal place in Vanuatu where the business is carried on

4. If registration is sought by a firm, the present first name and surname, any former first name or surname, the nationality and the nationality of origin if they are different, the usual place of residence and any other business occupation of each individual who is a partner and the corporate name and registered or principal office of every corporation which is a partner
   
5. If registration is sought by an individual, the present first name and surname, the nationality and the nationality of origin if they are different, the usual place of residence and any other business occupation of the individual
   
6. If registration is sought by a corporation, the corporate name, the place and date of its in corporation, the situation of its registered office and its principal place of business in Vanuatu
   

7. The date of the commencement of the business

Signed at ...................... this ..................... day of .................. 19.......

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Note: If the business in respect of which registration is required is carried on by an individual, this statement must be signed by him or her, if by a corporation it must be signed by a director or the secretary thereof, and if by a firm it must be signed by each individual who is a partner and by a director or the secretary of each corporation which is a partner OR by any individual who is a partner or a director or the secretary of any corporation which is a partner. In either of the last 2 cases, a statutory declaration verifying the above particulars by the signatory must accompany this statement.

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SCHEDULE 2

(Section 7)

STATEMENT OF CHANGE IN PARTICULARS

1. Date of registration of business name
   

2. Business name registered

3. Nature of change of particulars registered

4. Date on which such change occurred

Dated at ........................... this ......................... day of ................. 19 ......

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Note: If the business in respect of which registration of change of registered particulars is required is carried on by an individual, this statement must be signed by him or her, if by a corporation it must be signed by a director or the secretary thereof, and if by a firm it must be signed by each individual who is a partner and by a director or the secretary of each corporation which is a partner OR by any individual who is a partner or a director or the secretary of any corporation which is a partner. In either of the last 2 cases, a statutory declaration verifying the above particulars by the signatory must accompany this statement.

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SCHEDULE 3

(Section 14)

NOTICE OF CESSATION OF BUSINESS

TAKE NOTICE that ...........................................................................................................
................................................................................................................................................
........................................................................................................................................
(the full names of the partners of the firm, of the corporation or the person)

carrying on business in Vanuatu under the business name.......................................
................................................................................................................................................

(the business name registered)
which was registered on

the ................................ day of ............................................................................ 19 ..........

(the date of registration)

has/have ceased to carry on that business, as from the ................................................... day of ................................. 19 .......... (the date of cessation of the business).

Note: This statement must be signed by all partners of the firm, the directors and the secretary of the corporation or the individual concerned, as the case may be. If the individual is deceased, it should be signed by his personal representative.

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