Guernsey Legal Resources

    Under the Companies (Guernsey) Law 1994, s.22, a company may change its name by special resolution; it must then apply to the court for an order confirming the name change. Although the public should be entitled to rely on an Act of Court, the order cannot be said to be valid if, at the time it considered the application, the court had been unaware that the special resolution had not been validly passed (In re Barry Artist Ltd., [1985] 1 W.L.R. 1305; 1985 PCC 364, dicta of Nourse, J. considered). Nevertheless, the court has a discretionary power to confirm a further, unanimously and validly passed special resolution that the change of name was effective as of the date in the previous, invalid order if it is appropriate in the circumstances (In re Westbury Property Fund Ltd., 2005–06 GLR 176, considered). It may be appropriate if the formalities (e.g. the publication of the application in La Gazette Officielle) have been complied with and if granting the declaration as sought would prevent confusion by third parties dealing with the company.

    Since the court must be able to rely upon advocates’ representations before it, it is very important that they ensure that all formalities have been complied with before signing an application for a change of company name.