Company name registration: not an indication of intellectual property rights

In Hong Kong, a company or business name registration is not an indication of intellectual property rights (IPR). Company registration, business registration and trademark registration serve different purposes. They are regulated by separate laws and the registration systems are administered by different government departments.

A company name registration at the Companies Registry or a business name registered with the Business Registration Office under the Inland Revenue Department is not the same as a trademark registration at the Trade Marks Registry of the Intellectual Property Department. Having registered a local or an overseas limited company with the Companies Registry, or obtained a business registration from the Business Registration Office, a company is still required to apply for the registration of its trademarks with the Trade Marks Registry in order to obtain the protection under the Trade Marks Ordinance. As the owner of a registered trademark, the company has the exclusive right to use the trademark in Hong Kong in relation to the goods and/or services for which the mark is registered. For details of the differences among company name registration, business registration and trademark registration, please see Differences among the Company Registration, Business Registration and Trademark Registration

Possible ways to deal with the company name issue

In recent years, there have been reports of companies incorporated at the Companies Registry with names which are very similar to registered trademarks of other companies. These companies pose themselves as representatives of the owners of such trademarks when contracting with Mainland manufacturers to produce counterfeit products bearing such trademarks.

If the infringing activities take place in Hong Kong, the owner of a registered trademark may take legal actions against the infringer(s) as described below.

Infringement of registered trademark

The owner of a registered trademark under the Trade Marks Ordinance (Cap. 559) has the exclusive right to use the mark in Hong Kong for the goods and/or services registered. The trademark owner may take infringement proceedings against a person who uses, in the course of trade or business, a sign identical or similar to the registered trademark in relation to identical or similar goods or services. Relief can be obtained from the court by way of damages, injunctions, accounts; order for the delivery up of infringing goods, material or articles and for the disposal of infringing goods, material or articles that have been delivered up are available to the owner of a registered trademark.

Passing off

Even if a trademark is not registered in Hong Kong, the trademark owner may be able to bring an action in passing off, which is a common law civil action in the court against misrepresentation as to the source of the goods and/or services. To found an action for passing off, three elements have to be established. Firstly, the plaintiff’s goods and/or services, with the use of the trademark, have acquired a goodwill or reputation in the market. Secondly, there is a misrepresentation by the defendant leading or likely to lead the public to believe that the goods and/or services offered by the defendant are goods and/or services of the plaintiff. Thirdly, the plaintiff has suffered or is likely to suffer damage as a result of the defendant’s misrepresentation. If the court is satisfied that a passing off action is established, an injunction may be granted to restrain the act complained of, and the defendant may be required to pay damages to the plaintiff for the loss or damage suffered.

Measures taken by the HKSAR Government to deal with the company name issue

To address the company name issue, the Hong Kong SAR Government has implemented a number of measures which include:-

• the Companies Registry has published a list of companies that have failed to comply with the directions issued by the Registrar of Companies to change their names on its website. Under section 22(2) of the Companies Ordinance (Cap. 32) of Hong Kong, the Registrar of Companies may direct a company to change its name if the name registered is the same as or, in the Registrar’s opinion, too like a name appearing or which should have appeared in the Registrar’s index of company names at the time of registration;


• the Companies Registry has included a warning statement in its publications, Frequently Asked Questions on its website, Certification of Incorporation and Certification of Change of Name highlighting that the registration of a company name does not confer any trademark right or any other IPR as regards the name on the company;


• the Companies Registry revised the Company Names Guidelines in July 2007 to draw business promoters’ attention to the fact that the registration of a company name does not confer any IPR on the company name and that IPR infringements could be subject to civil or criminal sanctions; and


• promoting a better understanding of the company name registration and trademark registration systems in Hong Kong. Over the years, the Intellectual Property Department has carried out a series of publicity programmes to promote awareness of the differences between company name registration and trademark registration systems such as:-




- holding talks and seminars in Hong Kong and the Mainland since 2005;

- posting an article in the Department's website relating to the differences between company name registration and trademark registration systems

- publishing a booklet on “Trademark protection in Hong Kong” for distribution in both Hong Kong and the Mainland. The booklet is also available in Chinese, English, Japanese and Korean at the Department's website

- publishing a leaflet depicting the differences between business registration, company name registration and trademark registration jointly by the Department, the Companies Registry and the Inland Revenue Department for distribution in both Hong Kong and the Mainland. The leaflet is available in Chinese and English at the websites of the Department and the Companies Registry

The Intellectual Property Department will continue to promote awareness of IPR protection through its educational and publicity programmes.

List of Passing off Action

The Japanese Government has supplied a list of companies which have lost passing off lawsuits in Hong Kong. For details, please see the list attached.