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IN THE COMPANIES TRIBUNAL OF SOUTH AFRICA
Case no.: CT02599ADJ2026
In the matter between:
INVESTEC BANK LIMITED Applicant
and
GREEN INVESTEC PROJECTS (PTY) LTD First Respondent
COMMISSIONER OF THE COMPANIES AND
INTELLECTUAL PROPERTY COMMISSION
Second Respondent
Presiding member:
Date of decision:
Richard Bradstreet
3 June 2026
DECISION (Reasons and Order)
1. This application concerns a company name objection brought in terms of
section 160 of the Companies Act 71 of 2008 (“the Act”), in which the Applicant
seeks a determination that the First Respondent’s name does not satisfy the
requirements of section 11 of the Act. The Applicant further seeks a default
order in terms of regulation 153 of the Companies Regulations 2011, the First
Respondent having failed to file an answering affidavit in response to the
application.
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2. The basis of the Applicant’s objection is its rights in the well-known INVESTEC
trade mark, of which it is the registered proprietor in South Africa across
numerous classes. The Applicant contends that the First Respondent’s name
incorporates, or closely approximates, this distinctive mark as its dominant
element, and that such use is unauthorised. It is submitted that, as a result, the
First Respondent’s name is confusingly similar to the INVESTEC trade mark
and is likely to mislead members of the public into believing that the First
Respondent is associated with, or forms part of, the Applicant’s business.
3. The application was duly filed with the Companies Tribunal and served on the
First Respondent on 13 February 2026 by electronic mail to the email address
recorded on the CoR15.1A form lodged with the CIPC at the time of the First
Respondent’s registration. The First Respondent failed to file any answering
affidavit within the prescribed time period. The Applicant thereafter instituted
an application for default judgment in terms of regulation 153.
4. There has been adequate service, and thus compliance with regulation
153(2)(b). It also appears that the Applicant passes the “good cause” test, in
that a reasonable explanation is given as to why the application should be heard
by the Tribunal, and there has been no undue delay in bringing the application.
5. The application accordingly now falls to be determined on a default basis, and
it is therefore necessary to consider whether the Applicant has made out a case
for the relief sought.
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APPLICABLE LEGAL FRAMEWORK
6. Section 160(1) of the Act provides that any person with an interest in the name
of a company may apply to the Companies Tribunal for a determination whether
the name satisfies the requirements of section 11.
7. Section 11(2) of the Act provides, inter alia, that a company name must not:
7.1. be the same as a registered trade mark belonging to another person;
7.2. be confusingly similar to such a trade mark; or
7.3. falsely imply or suggest, or be such as would reasonably mislead a
person to believe incorrectly, that the company is part of or associated
with another person.
Confusing similarity
8. “Similar” in section 11(2)(b) means “having a marked resemblance or likeness”
(Bata Ltd v Face Fashions CC 2001 (1) SA 844 (SCA) para 14).
9. Determining whether there is a confusing similarity involves a value judgment
(Cowbell AG v ICS Holdings 2001 (3) SA 941 (SCA) para 10), and presupposing
that the marks are to be used together in a normal and fair manner, in the
ordinary course of business (SmithKline Beecham Consumer Brands (Pty) Ltd
(formerly known as Beecham South Africa (Pty) Ltd) v Unilever plc 1995 (2) SA
903 (A) at 912H; cited in Cowbell supra at para 10).
10. In particular, one must ask whether there is “a reasonable likelihood that
ordinary members of the public, or a substantial section thereof, may be
confused or deceived into believing” that the goods or services of one are those
of another or are connected therewith (Adidas AG & another v Pepkor Retail
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Limited 2013 BIP 203 (SCA) para 28; Capital Estate and General Agencies (Pty)
Ltd & others v Holiday Inns Inc & Others 1977 (2) SA 916 (A) at 929C).
11. One must consider how the two marks will be perceived by the “ordinary
reasonable careful man, i.e. not the very careful man nor the very careless man”
(Link Estates (Pty) Ltd v Rink Estates (Pty) Ltd 1979 (2) SA 276 (E) at 280)
bearing in mind that the comparison in the mind of such person will not be
undertaken with the two marks presented side by side, and for this reason
allowance must be made for the ordinary imperfections of human memory (i.e.
the so-called “doctrine of imperfect recollection”; see Ewing t/a The Buttercup
Dairy Company v Buttercup Margarine Company Ltd (1917) 34 RPC 232 at
232 and 238).
ANALYSIS
12. The determination of confusing similarity is, as the authorities set out above
make clear, a value judgment ( Cowbell supra), to be undertaken on the
assumption that the First Respondent’s name and the Applicant’s mark will each
be used in a normal and fair manner in the ordinary course of business
(SmithKline Beecham supra).
13. Approaching the matter on that footing, the dominant and memorable element
of the First Respondent’s name, Green Investec Projects (Pty) Ltd, is the mark
“INVESTEC”. The flanking words “Green” and “Projects” are ordinary
descriptive English words: “Green” being commonly used in modern commerce
to denote environmentally conscious activities, and “Projects” being a generic
indicator of the type of undertaking. Being devoid of any distinctiveness of their
own, these words do little to engage the attention or the memory of the notional
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consumer, whether taken alone or in combination, and their addition to a
registered mark cannot serve to dispel confusion. The resemblance between
the two names is, in consequence, not merely “marked” in the sense
contemplated in Bata supra, but, as to their dominant feature, complete.
14. That conclusion is fortified by the inherently distinctive nature of “INVESTEC”
itself. It is not an ordinary English word, but an invented one, which the
Applicant has used in South Africa for over five decades, and which has
acquired very substantial reputation and goodwill in the banking and financial
services sector. The more distinctive the mark, the more readily its
incorporation into a longer name will be perceived by the ordinary reasonable
consumer as a reference to the registered proprietor of the mark, rather than as
a coincidence of language.
15. That tendency is stronger once allowance is made for the imperfect recollection
of the notional consumer (Ewing supra), who does not encounter the competing
names side by side. In the recollection of the “ordinary reasonable careful man,
i.e. not the very careful man nor the very careless man”, the descriptive matter
falls away, and it is the distinctive and arresting element “INVESTEC” that is
retained and called to mind.
16. Applying, then, the test formulated in Adidas supra, I am satisfied that there is
a reasonable likelihood that ordinary members of the public, or a substantial
section of them, would be confused or deceived into believing that the First
Respondent’s undertaking is connected in the course of trade with the Applicant
– specifically, that the First Respondent operates as a subsidiary, division,
affiliate, or related project -based venture of the Applicant, which it does not.
That is, in my view, the way in which a composite name in the form “Green
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[registered mark] Projects” would naturally be read by the ordinary reasonable
consumer on encountering it in the ordinary course of business.
17. The First Respondent’s name is accordingly confusingly similar to the
Applicant’s INVESTEC trade mark, and also falsely implies or suggests an
association with the Applicant. It therefore does not satisfy the requirements of
sections 11(2)(b) and 11(2)(c)(i) of the Act.
COSTS
18. The Applicant has expressly sought costs. The Tribunal’s ordinary practice on
default applications of this kind is to make no order as to costs, particularly
where the First Respondent appears to have adopted the impugned name
without malice and where the matter is determined on an unopposed basis
without the need for a hearing. I am reluctant to award costs in the present
matter given that the First Respondent has not had any opportunity to make
representations in relation to the issue.
ORDER
19. In the result, I make the following order:
(a) The application for default relief is granted.
(b) The First Respondent is directed to:
(i) change its name to one which does not incorporate “INVESTEC”
or any confusingly similar word, and
(ii) file a notice of amendment to its Memorandum of Incorporation
within 3 (three) months of the date of this order.
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(c) In the event that the First Respondent fails to comply with paragraph (b)
above, the Second Respondent is directed to substitute the First
Respondent’s registration number as its interim company name.
Richard Bradstreet
Member of the Companies Tribunal
3 June 2026