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IN THE COMPANIES TRIBUNAL OF SOUTH AFRICA
HELD AT PRETORIA
Case number: CT02494ADJ2025
FIRSTRAND BANK LIMITED Applicant
and
RMB NORTHERN CAPE CONSTRUCTION AND First Respondent
PROJECTS (PTY) LIMITED (2020/616464/07)
and
COMPANIES AND INTELLECTUAL PROPERTY Second Respondent
COMMISSION
Tribunal member: D Terblanche
Date of Decision: 2 February 2026
DECISION (REASONS AND REASONS
THE PARTIES
1. The Applicant is FirstRand Bank Limited, a South African public company
incorporated according to the company laws of South Africa of 4 Merchant
Place, corner Rivonia Road and Fredman Drive, Sandton, Gauteng, South Africa.
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2. The First Respondent is RMB Northern Cape Construction and Projects (Pty)
Limited, a company incorporated in terms of the Companies Act 71 of 2008,
with registration no. 2020/616464/07, having its registered address at Skool
Straat 2733, Boegoeberg, Northern Cape 8943. Full details of the First
Respondent (also hereinafter referred to as “the company”) are set out in the
certificate from the Companies and Intellectual Property Commission the
Applicant annexed to its affidavit, marked “RDP2”.
3. The Second Respondent is the Companies and Intellectual Property
Commission, an organ of state established in terms of Section 185 of the
Companies Act, having its principal place of business at DTI Campus, Block F, 77
Meintjies Street, Sunnyside, Pretoria, Gauteng (“CIPC”). The Applicant cited the
Second Respondent in its official capacity only and as the custodian of the
companies register. The Applicant seeks no order for costs against the Second
Respondent, save in the event that the Second Respondent oppose s this
application.
THIS APPLICATION
4. This is an application for an order that the First Respondent’s company name,
RMB Northern Cape Construction and Projects (Pty) Limited, does not satisfy
the requirements of Section 11 of the Companies Act and that the Tribunal
directs the First Respondent to choose a new name, as provided for in Section
160(3)(b)(ii) of the Companies Act . Alternatively, in case the First Respondent
fails to choose a new name, for an order from the Tribunal directing the Second
Respondent to change the First Respondent’s name to its registration number
followed by “(Pty) Ltd. , within a period of two months.
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FACTUAL BACKGROUND
5. On 26 November 2025, the Applicant submitted an application to the
Companies Tribunal challenging the First Respondent’s company name and
requesting relief pursuant to Section 160 of the Companies Act. The Applicant
seeks an order directing the First Respondent to change its company name on
the grounds that it contravenes Section 11(2) of the Act.
6. The Applicant served the application for relief, together with confirmatory
affidavit, electronically on the First Respondent on 26 November 2025. Further,
on 28 November 2025, the Sheriff Groblershoop served a copy of the
application for relief, together with the confirmatory affidavits, on the First
Respondent at Skool Straat 2733, Boegoeberg, Boegoeberg, Northern Cape,
8943 being the First Respondent’s registered address. On 26 November 2025,
the Applicant served the application for relief and confirmatory affidavits
electronically on the Second Respondent.
7. The Applicant affirmed that proper service was effected on both the First and
Second Respondents. Furthermore, the Applicant provided the Tribunal with
documentation substantiating the service of the application and its supporting
affidavits on the Respondents, including these materials as annexures to the
request for a default order.
8. The Respondents had until 30 December 2025 to respond, but the y did not do
so to date, nor any representative acting on their behalf has filed a response to
the application or requested that the Honourable Tribunal order a change of
the company name.
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THE APPLICANT’S BACKGROUND AND THE GROUNDS OF OBJECTION UNDER
THE COMPANIES ACT
9. The Applicant submitted its arguments and supporting evidence in both the
founding affidavit for the main application and in the supporting affidavit
attached to the default order application.
10. The Applicant is a major financial services group in Africa and operates a
leading Corporate and Investment Bank under the "RMB" brand. This brand has
its origins in a financial structuring house established in 1977.
11. The Applicant offers its corporate and investment banking services under the
RMB brand across several African nations, including South Africa, Botswana,
Namibia, and Nigeria, and maintains a niche presence in the United Kingdom,
India, and the United States. The brand provides clients with innovative
advisory, funding, trading, corporate banking, and investment solutions.
12. The Applicant submitted that it holds several South African trademark
registrations for the mark "RMB," filed on 11 July 2003, across relevant classes
(9, 16, 35, and 36). These registrations cover a broad range of goods and
services, including financial and banking services, business services, and related
technologies.
13. The Applicant has rights in the trade mark RMB arising from its earlier trade
mark registrations. The registrations are valid, enforceable, and crucially,
predate the incorporation of the First Respondent by many years. The Applicant
attached copies of the relevant register pages as evidence of the registrations.
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14. The Applicant has an interest in the name of the First Respondent within the
meaning of Section 160(1) of the Act to file this application to the Companies
Tribunal. The Applicant’s interest appear from its submissions in this
application, and, in particular, its trade mark rights in the RMB trade mark.
15. The Applicant actively promotes its RMB brand through its official website and
maintains a significant presence on social media platforms, where it has
amassed a substantial following. For instance, its LinkedIn page alone has over
441,000 followers, demonstrating the brand's widespread recognition and
reach.
16. The Applicant became aware of the First Respondent's existence in January
2022 through its attorneys. Having no prior knowledge of the First
Respondent’s company, the Applicant promptly initiated steps to resolve the
name dispute.
17. The Applicant made sustained efforts to resolve th e dispute amicably between
January 2022 and February 2024, including issuing a formal letter of demand,
sending follow-up emails, attempting service through the Deputy Sheriff, and
contacting one of the First Respondent’s directors. Despite these measures, the
First Respondent did not cooperate.
18. Having exhausted all reasonable options for resolving the dispute, the Applicant
now seeks formal relief under Section 11(2) of the Companies Act, asserting
good cause for the requested order.
19. The First Respondent’s name is contrary to the provisions of Sections 11
(2)(a)(iii) and 11(2)(c)(i) of the Companies Act in that it is identical or confusingly
similar to a trade mark belonging to the Applicant and will reasonably mislead a
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person to believe incorrectly that the First Respondent is part of or associated
with the Applicant.
20. The dominant feature of the First Respondent’s company name, RMB
NORTHERN CAPE CONSTRUCTION AND PROJECTS, is the mark RMB. The
words “NORTHERN CAPE CONSTRUCTION AND PROJECTS” in the name do not
distinguish the First Respondent’s company name from the Applicant’s RMB
trade mark because these words are purely descriptive. The memorable and
distinctive feature of the First Respondent’s company name is identical to the
Applicant’s trade mark, RMB. Accordingly, the company name RMB NORTHERN
CAPE CONSTRUCTION AND PROJECTS is confusingly similar to the Applicant’s
registered trade mark, RMB.
21. Use of the name/mark RMB NORTHERN CAPE CONSTRUCTION AND PROJECTS
by the First Respondent will result in confusion in the market. Members of the
public are likely to believe that the goods or services offered by the First
Respondent are those of the Applicant or that the First Respondent is affiliated
or associated with the Applicant, which is not the case.
22. The Applicant referenced case law that establishes several key principles
relevant to this application.
22.1. In Hollywood Curl (Pty) Ltd v Twins Products (Pty) Ltd 1989 (1) SA
255 (A) , the court found that using a company name that incorporates
another's well -known mark can constitute passing -off by creating a
likelihood of public confusion. This principle is reinforced by the standard
for assessing similarity, as stated in American Chewing Products
Corporation v American Chickle Co 1948 (2) SA 736 (A) , which requires
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the court to consider the impression of a consumer with an imperfect
recollection, not merely a side-by-side comparison.
22.2. The potential for significant commercial injury from such confusion is
highlighted in Ewing t/a The Buttercup Dairy Co v Buttercup
Margarine Co Ltd 1917 (34) R.P.C. 232 , where it was held that a false
association can damage reputation through factors entirely outside the
aggrieved party's control, such as the quality of the other party's goods or
services.
22.3. Critically, the entitlement to use an unregistered trade mark does not
automatically permit its incorporation into a company name, as
established in Deutsche Babcock SA (Pty) Ltd v Babcock Africa (Pty)
Ltd 1995 (4) SA 1016 (T) . The court in that case emphasised that the
dominant element in both names, the likelihood of confusion, and the
undesirability of the situation are decisive factors, even where the parties'
products are not interchangeable.
22.4. On the question of what constitutes a "well -known" mark, McDonald’s
Corporation v Pax Prop CC & Another 1997 (1) SA 1 (A) clarifies that
the mark must be known to a substantial number of persons interested in
the relevant goods or services. Furthermore, the absence of a direct
competitive field does not preclude a finding of confusion, as confirmed
in Capital Estates and General Agencies (Pty) Ltd v Holiday Inns Inc
1977 (2) SA 916 (A) , where the crucial test remains whether there is a
reasonable likelihood of the public being misled.
22.5. Finally, the purpose of the statutory remedy under company name
objection provisions is not only to protect commercial interests but also to
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uphold good corporate governance and public interest by preventing
names that are "calculated to cause damage" or are otherwise
undesirable, as explained in the unreported judgment of Polaris Capital
(Pty) Ltd v The Registrar of Companies.
23. Applying these principles, the Applicant submits that the First Respondent’s
name, which incorporates the dominant and well -known RMB mark, is likely to
cause confusion and damage, and its continued registration is undesirable.
Therefore, in terms of Regulation 153, the Applicant seeks an order that the
name contravenes Sections 11(2)(a)(iii) and 11(2)(c)(i) of the Act, directing
the First Respondent to change its name, and authorising the Second
Respondent (CIPC) to effect the change to the company's registration number
should there be non-compliance.
24. Wherefore the Applicant prays for an order in terms of the accompanying form
(CTR 142) to this affidavit, namely that:
24.1. the First Respondent is to change its company name to one which does
not incorporate and is not confusingly and/or deceptively similar to the
Applicant’s RMB trade mark;
24.2. the First Respondent is to pay the Applicant’s costs of these proceedings if
it opposes the relief sought;
24.3. in the event that the First Respondent fails to comply with the order set
out in paragraph 10.1 above, within 60 days, the Companies and
Intellectual Property Commission (Second Respondent) be directed, in
terms of Section 160(3)(b)(ii) read with Section 14(2) of the Companies
Act, to record the First Respondent’s registration number followed by
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‘(Pty) Ltd’, as the First Respondent’s interim company name on the
companies register; and
24.4. the Applicant be granted further and/or alternative relief.
25. The Applicant submitted that the Tribunal is empowered to make an
administrative order directing CIPC to change the name of a company to is
registration number, upon failure of the relevant company to change its name
in accordance with an order made by the above Honourable Tribunal.
26. The Applicant referred the Tribunal to the order granted by the High Court of
South Africa, Gauteng Division under case no. 65895/2019 involving Comair
Limited v Kulula South Africa (Pty) Ltd & Others. The order granted by this
Division, per his Lordship Justice Mbongwe, authorised and directed the
Commissioner of Companies to change the name of a company to its
registration number.
ANALYSIS, EVALUATION, AND FINDINGS
27. The Tribunal's authority to hear and determine this matter arises under Section
160 of the Companies Act. This provision confers jurisdiction on the Tribunal to
adjudicate applications relating to company name objections, such as the
present case.
28. The Applicant’s standing is established by its direct and substantial interest in
the outcome of this application. The Applicant owns the registered and well -
known RMB trademark, which forms the dominant element of the First
Respondent's company name. This connection satisfies the standing
requirement in Section 160(1) of the Act.
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29. The Main Application was correctly filed and served on both Respondents.
Service was effected electronically and, specifically regarding the First
Respondent, also via the sheriff at its registered address. The Respondents were
required to file their response by 30 December 2025. To date, no response has
been submitted, nor has any extension of time been requested. Consequently,
the First Respondent is in default, which entitles the Applicant to seek a default
order in terms of Regulation 153.
30. The Applicant is the holder of valid and enforceable trademark registrations for
the mark RMB , which have been in force since 2003 across several classes (9,
16, 35, 36). These rights were established long before the First Respondent’s
incorporation in 2020. Over the years, through substantial use, a prominent
market presence—including a significant following on social media —and its
operations as a major African financial services group, the Applicant has firmly
established the RMB mark as well-known within its sector. As a result, the mark
is entitled to the protection offered under Section 11(2)(a)(iii) of the Companies
Act.
31. The First Respondent’s company name, “RMB Northern Cape Construction
and Projects (Pty) Ltd” , features “RMB” as its dominant, distinctive, and
memorable element —identical to the Applicant’s registered trademark. The
additional words, “Northern Cape Construction and Projects”, are descriptive
and geographical in nature and do not serve to distinguish the name
sufficiently. Applying the test from American Chewing Products , which focuses
on the impression made on a consumer with imperfect recollection, the names
are considered confusingly similar. This similarity constitutes a contravention of
Section 11(2)(a)(iii) of the Act.
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32. By incorporating the Applicant’s distinctive and well -known financial services
mark as the leading element of its company name in the construction sector,
the First Respondent’s name falsely implies or suggests a commercial
association with the Applicant. This is likely to mislead the public into believing
that the Respondent is affiliated with or part of the Applicant’s group, thereby
contravening Section 11(2)(c)(i). As established in Ewing v Buttercup Margarine,
such a false association can result in significant reputational damage that is
beyond the Applicant’s control.
33. The Applicant affirms that it has no connection with, and has not authorised,
the First Respondent to use the RMB mark in any manner.
34. Drawing on the reasoning in Deutsche Babcock and Polaris Capital , the
continued registration of the First Respondent’s company name is undesirable.
It is “calculated to cause damage” to the Applicant’s commercial interests and
undermines principles of good corporate governance by allowing a name that
deceives the public. The Applicant has demonstrated a reasonable likelihood of
confusion, satisfying the test established in Capital Estates v Holiday Inns ,
regardless of the fact that the parties operate in different industries.
35. The Applicant has presented a comprehensive, well -substantiated, and entirely
uncontested case. The First Respondent, despite proper service and ample
opportunity, has chosen not to participate, abandoning its right to contest the
allegations. The Tribunal therefore evaluate d the application based on the
unchallenged facts, which decisively meet all legal requirements for the relief
sought. The procedural basis for a default order is established, and the
Applicant has conclusively proven both the confusing similarity of the names
and the false association they create, causing ongoing prejudice and warranting
statutory intervention.
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FINDINGS
36. Having carefully reviewed the application and the supporting affidavits, and
noting that the Respondents have failed to respond or participate in these
proceedings, the following findings are made:
36.1. The Tribunal is satisfied that it has the necessary jurisdiction to determine
this matter. The application has been filed in compliance with all the
statutory and procedural requirements. Furthermore, the First Respondent
is in default as contemplated by Regulation 153 of the Companies
Regulations, 2011, as it has failed to file any response or seek an extension
within the prescribed period.
36.2. The Applicant has established a direct and substantial interest in the name
of the First Respondent. This interest is recognised for the purposes of
Section 160 of the Companies Act, 2008, as the Applicant is directly
affected by the continued registration and use of the disputed company
name.
36.3. It is found that the company name "RMB Northern Cape Construction and
Projects (Pty) Ltd" (Registration Number: 2020/616464/07) contravenes
Sections 11(2)(a)(iii) and 11(2)(c)(i) of the Companies Act, 2008. The name
is confusingly similar to the Applicant’s prior registered and well -known
RMB trademark, and it falsely implies or suggests an association with the
Applicant.
37. In light of the above, the Applicant is entitled to the default order as sought in
the application.
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ORDER
38. Accordingly, the Tribunal grants the following order:
38.1. The application for a default order in terms of Regulation
153 is GRANTED.
38.2. It is hereby determined that the company name "RMB Northern Cape
Construction and Projects (Pty) Ltd" (Registration Number:
2020/616464/07) does not satisfy the requirements of Section 11(2) of the
Companies Act, 2008.
38.3. The First Respondent is directed, in terms of Section 160(3)(b)(ii) of the
Act, to change its name to one which does not incorporate the
trademark "RMB" and that is not confusingly or deceptively similar to it.
38.4. The First Respondent is ordered to file the necessary notice of amendment
with the Companies and Intellectual Property Commission (CIPC) to effect
this change within 60 (sixty) calendar days from the date of this order.
38.5. Should the First Respondent fail to comply with paragraph 4 of this order
within the stipulated 60- day period, the Second Respondent (the
Companies and Intellectual Property Commission) is hereby directed, in
terms of Section 160(3)(b)(ii) of the Act read with Regulation 153(5), to:
38.5.1. Change the First Respondent's name on the companies register to
its registration number, "2020/616464/07 (Pty) Ltd" , as its interim
corporate name.
38.5.2. Issue a corrected certificate of incorporation reflecting the interim
name.
39. There is no order as to costs.
Dated at Johannesburg on the 2
nd day of February 2026.
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____________________________
D Terblanche
Tribunal Member