Polaris Capital (Pty) Ltd v The Registrar of Companies and Polaris Capital Management Inc

The appellant, a South African company formerly known as African Harvest Growth Asset Managers (Pty) Ltd, changed its name in 2003 to Polaris Capital (Pty) Ltd. The Registrar of Companies registered the name change. The second respondent, Polaris Capital Management Inc, a US-incorporated investment management company trading internationally since 1995 and marketing its services in South Africa since 1996, objected to the name change under s 45(2) of the Companies Act 61 of 1973. It contended that the name was undesirable and likely to cause confusion and damage. The Registrar upheld the objection and ordered the appellant to change its name. The appellant unsuccessfully applied to the Cape High Court to set aside the Registrar’s decision and then appealed to the Supreme Court of Appeal.

The appeal was dismissed with costs, including the costs of two counsel. The Registrar’s order requiring the appellant to change its name remained in force.

The case is a leading authority on the interpretation of 'undesirable' company names under the Companies Act 61 of 1973. It confirms that courts decide objections to company names de novo, clarifies that a probability of confusion (rather than proven damage or actual confusion) is sufficient, and affirms that foreign companies can acquire protectable reputational rights in South Africa through prior use and reputation.