The Companies Commission of Malaysia issued a new set of Guidelines on Company Names on 25 June 2024 (“New Guidelines”) in place of the guidelines of the same name issued on 6 December 2022 (“Superseded Guidelines”).
 
A comparison of the New Guidelines and the Superseded Guidelines indicates that most of the amendments purport to clarify the provisions in the Superseded Guidelines or are clerical in nature. However, the comments below should be noted.
 
Use of name of a limited liability partnership that has been dissolved
 
Paragraph 11(i) of the Superseded Guidelines provides, inter alia, that the reuse of the name of a limited liability partnership (“LLP”) which has been dissolved either through striking off or winding up is allowed after two years from the date of dissolution under section 52 of the Limited Liability Partnerships Act 2012 (“LLP Act”).
 
The above has been amended in paragraph 11(i) of the New Guidelines which provides, inter alia, that the reuse of the name of an LLP which has been dissolved either through revocation or winding up is allowed after two years from the date of dissolution under section 52 of the LLP Act.
 
Among others, Part VII of the LLP Act provides that an LLP may be wound up by the Court (section 49) or voluntarily (section 50) or its name be struck off the register by the Registrar and deemed dissolved (section 51).
 
Pursuant to section 52 of the LLP Act, the Court may, upon application by a partner, creditor or aggrieved person, revoke the dissolution of an LLP made under section 49, 50 or 51 of the LLP Act.
 
The conclusions that can be drawn from the above referred provisions are as follows: 

1. the reference to section 52 of the LLP Act in paragraph 11(i) of the Superseded Guidelines and the New Guidelines is incorrect as that section applies to the revocation of a dissolution made under section 49, 50 or 51 of the LLP Act; and 


2. the substitution of the expression “striking off” in paragraph 11(i) of the Superseded Guidelines with “revocation” in paragraph 11(i) of the New Guidelines is incorrect. 

It is our view that the following would be the correct statement of the legal position:
 
“The reuse of the name of a limited liability partnership which has been dissolved through winding up or striking off is allowed after two years from the date of dissolution of the limited liability partnership pursuant to section 49, 50 or 51, as applicable, of the Limited Liability Partnerships Act 2012.” 
 
Use of phrases prohibited under Ministerial Directive
 
Pursuant to Gazette Notification No. 4620 dated 9 March 2017 (“Directive”), the Registrar has been directed by the Minister of Domestic Trade, Co-operatives and Consumerism¹ (“Minister”) not to accept the phrases set out in the Directive for registration unless the prior approval of the Minister has been obtained. These phrases are set out in paragraphs 12(a) to 12(e) of the New Guidelines.
 
Paragraph 13 of the New Guidelines clarifies the procedure to be followed by a person seeking the approval of the Minister to use the phrases contained in the Directive, namely that the person is to submit an appeal to the Minister under section 27(3) of the Companies Act 2016 through the Registrar by way of a “formal letter of appeal.”
 
The corresponding paragraph of the Superseded Guidelines sets out the right of appeal but did not set out the manner (i.e. by a letter of appeal) in which the appeal is to be made.
 
Words controlled by Referral Authority
 
Paragraph 14 of the Superseded Guidelines provides that for the phrases set out in Appendix 1, a letter of permission is required from the Referral Authority named in the said Appendix (e.g. the use of the phrases “Hospital”, “Medical Clinic/Centre” and “Pharmacy” would require a letter of permission from the Ministry of Health).
 
Although paragraph 14 of the New Guidelines is almost identical to paragraph 14 of the Superseded Guidelines, Appendix 1 has been omitted from the New Guidelines. It is imperative that this omission be looked into and rectified.
 
Comments
 
The provisions of the New Guidelines and the Superseded Guidelines are substantially similar save for the amendments described earlier in this article. In addition to addressing the two issues highlighted in this article, namely ‘the use of the name of an LLP that has been dissolved’ and ‘use of words controlled by a Referral Authority’, it is hoped that the Companies Commission of Malaysia will reconsider whether some of the other amendments in the New Guidelines that purport to clarify the provisions in the Superseded Guidelines should be retained.
 
A document setting out the amendments made to the Superseded Guidelines under the New Guidelines can be accessed here.
 
Article by Tan Wei Liang (Senior Associate) and Faith Chan (Associate) of the Corporate Practice of Skrine.