Opinion Number. 1769

Subject

USE OF WORD ‘COMMONWEALTH’ IN NAMES OF COMPANIESCOMPANIES ACTS OF STATES: APPLICATIONS FOR REGISTRATION OF COMPANIES UNDER NAME WHICH INCLUDES ‘COMMONWEALTH’: ACTIONS TAKEN BY STATES TO PREVENT USE OF ‘COMMONWEALTH’ IN REGISTERED NAMES OF COMPANIES

Key Legislation

COMPANIES ACT 1936 (NSW): COMPANIES ACT 1939 (Tas): COMPANIES ACT 1938 (Vic) ss 17(2), 353: COMPANIES ACT 1943 (WA): COMPANIES ACT AMENDMENT ACT 1939 (SA)

Date
Client
W. Slater M.L.A, Attorney

I refer to your letter of 28th February, 1946, relating to the use of the word ‘Commonwealth’ in the name of any company seeking registration under the Companies Act 1938 of Victoria.

In 1939 the Premier of your State asked for the expression of the views of the Commonwealth authorities on an application made by a company for the consent of the Governor-in-Council of Victoria to use the word ‘Commonwealth’ as part of its name.

As the company had been incorporated in New South Wales under a name which contained the word ‘Commonwealth’ and was seeking registration as a foreign company in Victoria, the Attorney-General stated that he had no objection to the use of the word. He decided, however, to intimate to the Premiers of the several States that the Commonwealth objects to the registration of companies which apply for registration under a name which includes the word ‘Commonwealth’ as it is considered that the inclusion of the word as part of the name of a company is calculated to suggest connexion with the Government of the Commonwealth.

A communication was accordingly addressed to each State Premier indicating this objection. Furthermore, the Premiers of the States of South Australia, Western Australia and Tasmania were invited to amend their respective Companies Acts on the lines of sections 17(2) and 353 of the Companies Act 1938 of Victoria in order that the Registrar of Companies would have power to refuse the registration of companies the names of which include the word ‘Commonwealth’.

The States of South Australia and Tasmania subsequently amended their Companies Acts to include provisions similar to those in the Victorian Act—see the Companies Act Amendment Act 1939 of South Australia and the Companies Act 1939 of Tasmania. The State of Western Australia embodied like provisions in the Companies Act 1943.

The Companies Act 1936 of New South Wales does not specifically forbid the use of the word ‘Commonwealth’ in the name of a company, but the Premier of New South Wales in reply to the above representations stated that the view of the Commonwealth would be kept under notice by the Registrar-General when applications for registration of companies in that State are dealt with. The Premier of Queensland intimated that the objective of the Commonwealth has been brought under the notice of the Registrar of Companies at Brisbane.

It would appear, therefore, that all States have taken action to prevent the use of the word ‘Commonwealth’ in the registered name of any company. I can only repeat that the use of the word as part of the name of a company should be discouraged as much as possible.

[Vol. 37, p. 82]