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Company Name Registration Compliance: Legal Implications and the Role of the Companies Tribunal

by
BusinessRichard Atkins

In a decision delivered at the Companies Tribunal of South Africa on 15 May 2026, a company that had adopted a name strikingly similar to that of another (“the Applicant”) was ordered to change its name. In practical terms, this meant it had to choose a new name that neither copies nor closely resembles any word or mark that could be mistaken for the Applicant’s trademark.

This article explores why a business must conduct proper due diligencethat is, reasonable research and investigationbefore registering a company name. It further highlights the Companies Tribunal of South Africa as a valuable, cost-effective mechanism for resolving company name disputes.

As a starting point, the Companies Tribunal of South Africa (“Companies Tribunal/Tribunal”) is an agency of the Department of Trade, Industry and Competition (“DTIC”) established in terms of section 193 of the Companies Act 71 of 2008 (“Companies Act”), to provide speedy resolution of company disputes without charge. It can be explained as an adjudicatory/dispute resolution mechanism that resolves company disputes through conciliation and arbitration, conciliation being a facilitated negotiation towards settlement, and arbitration being a binding decision made by an appointed adjudicator.[1]

Section 193 of the Companies Act provides for:

  1. the establishment of a Company’s Tribunal;
  2. that the Tribunal has jurisdiction throughout the Republic of South Africa[2];
  3. that the Tribunal is independent and subject only to the Constitution of the Republic of South Africa, 1996[3];
  4. that the Tribunal must exercise its functions in accordance with the Companies Act[4]; and
  5. That the Tribunal must perform its functions impartially and without fear, favour or prejudice.[5]

In African Rainbow Minerals Limited v Mzanzi Anglovaal Group (Pty) Limited and Another[6], the matter between African Rainbow Minerals Limited (“African Rainbow Minerals”), and Mzanzi Anglovaal Group Proprietary Limited (“Mzanzi Anglovaal”) came before the Companies Tribunal.

An application was brought by African Rainbow Minerals (a large mining company) in terms of section 160 of the Companies Act.[7] African Rainbow Minerals sought relief against Mzanzi Anglovaal, given that the latter allegedly did not satisfy the requirements of as provided for in section 160 of the Companies Act, and in particular section 160 (3)(b)(ii) — the provision empowering the Tribunal to order a company to adopt a new name and to amend its Memorandum of Incorporation accordingly — of the Companies Act.

African Rainbow Minerals proceeded to file an application in terms of section 160 of the Companies Act requesting the Companies Tribunal to grant an order that Mzanzi Anglovaal’s name be changed on the basis that its name was contrary to section 11 (2) of the Companies Act. Section 11 of the Companies Act sets out the criteria for names of companies, and subsection (2) sets out the criteria that the name of a company should not be confusingly similar to a:

  1. name;
  2. trademark;
  3. mark; and/or
  4. work

to that of another company, either domesticated, registered external company, close corporation, or co-operative.[8]

African Rainbow Minerals sought relief in that Mzanzi Anglovaal was to choose a name that does not consist of or incorporate the mark Anglovaal or any other mark which was confusingly and/or deceptively similar to the “ANGLOVAAL” trademark belonging to African Rainbow Minerals.

The question before the Companies Tribunal was whether the name Mzanzi Anglovaal was confusingly similar to the “ANGLOVAAL” trademark, as contemplated in section 11 (2)(b)(iii) read with section 11 (2)(a)(ii) of the Companies Act. African Rainbow Minerals operates extensively in South Africa and internationally under the registered “ANGLOVAAL” trademark, which also enjoys common law protection — that is, protection arising from established use and reputation, rather than from formal registration. The use of the name Mzanzi Anglovaal therefore increased the likelihood of confusion between the parties’ names, products, and services in the marketplace.

It was argued that the risk of confusion and deception could injure African Rainbow Minerals’ business. This principle is well established: Plascon-Evans Paints (TVL) Ltd v Van Riebeeck Paints (Pty) Ltd[9] (“Plascon-Evans Paints”), where Corbett JA quoted Margo J, delivering judgment in International Power Marketing (Pty) Ltd v Searles Industrials (Pty) Ltd.[10] in respect of the meaning of the words “as to be likely to deceive or cause confusion”, where it was found that the comparison must be made with reference to the;

  1. sense;
  2. sound;
  3. appearance of the marks; and
  4. that the marks must not only be considered side by side, but also separately.

Further, where a mark contains a main or dominant feature or idea, the likely impact of that feature on a customer’s mind must be considered.[11]

In Plascon-Evans Paints, Corbett JA held that purely verbal comparison is insufficient, and that a Court ought to transport itself to the marketplace and attempt to visualise how customers of the goods (in relation to which the marks are used) would react.

In the end, the Companies Tribunal found on default judgment — a ruling granted because Mzanzi Anglovaal did not oppose the application, meaning the Tribunal heard no countervailing argument —, that African Rainbow Minerals showed good cause in bringing the application in terms of section 160 of the Companies Act, and Mzanzi Anglovaal was ordered to change its name.  Mzanzi Anglovaal’s name was deemed to be confusingly similar to the African Rainbow Minerals “ANGLOVAAL” trademark, and the name was found to be in contravention of section 11 (2) of the Companies Act and fell afoul of the provisions of sections 11 (2)(b)(iii) read with section 11 (2)(a)(iii) and section 11 (2)(c)(i) of the Companies Act.

Mzanzi Anglovaal was thereby ordered by the Companies Tribunal to change its name to one which does not consist of or incorporate the mark “ANGLOVAAL” or any other mark which is confusingly and/or deceptively similar to the African Rainbow Minerals “ANGLOVAAL” trademark. In addition, the CIPC (the Companies and Intellectual Property Commission, South Africa’s companies registrar) was directed to change Mzanzi Anglovaal’s name to its registration number if Mzanzi Anglovaal failed to comply.

In Mondi South Africa (Pty) Ltd v Mondi LL (Pty) Ltd and Another[12](“Mondi”) a similar matter before the Companies Tribunal the Tribunal considered whether the respondent could rely on its sole director’s surname in its registered company name as a defence to allegations of trademark infringement, that is, the unauthorised use of a mark identical or confusingly similar to a registered trademark. The Tribunal held that Mondi South Africa (Pty) Ltd’s trademarks predated Mondi LL (Pty) Ltd’s company name, and ordered Mondi LL (Pty) Ltd to change its name to one that excluded “MONDI”, and to amend its Memorandum of Incorporation (MOI) the founding document setting out a company’s rules of internal governance accordingly. As before, the Tribunal directed that, if it failed to comply, CIPC change its name to its registration number.

These cases underscore why proper due diligence before registering a company name with CIPC is essential. Where a company fails to comply with an order to change its name, the Tribunal may direct CIPC to replace that name with its registration number — an outcome companies should avoid, since trading under a bare registration number strips away brand identity and goodwill, can read as a regulatory sanction, and creates confusion for customers, creditors and suppliers. This illustrates the value of the Companies Tribunal as an alternative dispute resolution mechanism for companies facing a dispute that could otherwise harm their business. Used well, the Tribunal resolves company disputes speedily, prevents businesses from incurring substantial losses, and avoids the cost and delay of protracted litigation.

At Adriaans Attorneys, we are able to assist with the referral of company disputes to the Companies Tribunal, ensuring a seamless, cost-effective, and expeditious resolution of company name disputes.

In my view, the growing body of Companies Tribunal decisions on name disputes including African Rainbow Minerals and Mondi shows that the Tribunal has matured into an efficient, accessible forum for protecting a brand’s identity without the cost of full trademark litigation. Both cases also make the risk plain: once a respondent fails to engage, the Tribunal will not hesitate to order a name change, and to direct CIPC to substitute the company’s registration number if that order is ignored. The practical lesson for businesses is straightforward a proper name and trademark search before registration is far cheaper than a forced rebrand later, and any notice from the Tribunal deserves a prompt response rather than silence.

Reference List:

  1. African Rainbow Minerals Limited v Mzanzi Anglovaal Group (Pty) Limited and Another (CT02656/ADJ/2026) [2026] COMPTRI 51 (15 May 2026).
  2. Companies Act 71 of 2008.
  3. Companies Tribunal – The Tribunal is a newly established body under the Companies Act.
  4. Mondi South Africa (Pty) Ltd v Mondi LL (Pty) Ltd and Another (CT01288ADJ2023) [2023] COMPTRI 62 (24 May 2023).
  5. Plascon-Evans Paints (TVL) Ltd V Van Riebeeck Paints (Pty) Ltd.
  6. International Power Marketing (Pty) Ltd v Searles Industrials (Pty) Ltd. 1983 (4) SA 163 (T).

 

[1] Companies Tribunal – The Tribunal is a newly established body under the Companies Act.

[2] S 193 (1)(a) of the Companies Act 71 of 2008.

[3] S 193 (1)(b).

[4] S 193 (1)(c).

[5] S 193 (1)(d) of the Companies Act 71 of 2008.

[6] (CT02656/ADJ/2026) [2026] COMPTRI 51 (15 May 2026).

[7] S 160 of the Companies Act 71 of 2008 provides for disputes concerning reservation or registration of companies’ names.

[8] S 11 (2) of the Companies Act 71 of 2008.

[9] [1984] ZASCA 51.

[10] 1983 (4) SA 163 (T).

[11] International Power Marketing (Pty) Ltd v Searles Industrials (Pty) Ltd.  1983 (4) SA 163 (T).

[12] (CT01288ADJ2023) [2023] COMPTRI 62 (24 May 2023).

 

By Richard Atkins

Senior Associate

While every reasonable effort is taken to ensure the accuracy and soundness of the contents of this publication, neither writers of the articles nor the publisher will bear any responsibility for the consequences of any actions based on information or recommendations contained herein. Our material is for informational purposes and should not be construed as legal advice.

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