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NAME OF COMPANY (SECTION 4)

 

 

DETAILS

 

Name of company (Section 4)

Criteria to determine whether identical proposed name of existing  companies.

In determining whether a similar name proposed with another, the account differences shall be not regarded of the following – the words like Private, Pvt, Pvt., (P), Ltd, Limited, Ltd., LLP, Limited Liability Partnership.

words appearing at the names end — company and company, co., co., corporation, corp, corpn, corp:

plural version of any of the words appeared in the name;

type and spacing case letters between the punctuation marks and letters.

Joining together words or separation of words does not make a name from the distinguish name that uses the similar, words joined or separated.

 tense use that is different or the  number of the same word does not distinguish one name from the another.

using phonetics different spellings or  spellings variations shall not be considered as distinguishing one name from another

using different phonetic spellings or variations of spellings shall not be taken as distinguishing one name from the another. Illustration (If for example, P.Q industries limited is existing then industries of P and Q Industries or Pee Que Industries or P n Q Industries shall not be allowed and similarly if a name contains character of numeric like 3, resemblance shall be checked with “Three” also;)

misspelled words, whether misspelled intentionally or not, do not conflict similar; spelled words properly;

the addition of an designation related on internet, such as .com, .net, .edu, .gov, .org . does not make a distinguishable name from another, even where (.) as dot is written;

the addition words like Modern, New, Shri, sri, Nav, Shree, Sree, Om, Sai, Jai, The, etc. does not make the distinguishable name from an existing name and similarly, if it is strange from the existing name and similarly, if it is different from the existing company name only to the adding name of the place extent, the same shall not be allowed., may be allowed such names only if no objection from the company existing by the Board resolution is submitted.

Different combination of the words that are same does not make distinguishable name from the existing name e.g., if there is existence in the company by the name of “Builders and Contractors Limited”, the name “Contractor and Builders Limited shall not be allowed unless it is existing company name;

if the name proposed is the Hindi or translation of English or transliteration of an existing company name or limited liability partnership in Hindi or English, as the case may be.

Undesirable names.

The name shall be undesirable considered if

it attracts the section 3 provisions of the Names and Emblems (Prevention and Improper Use) Act, 1950 (12 of 1950);

it includes the registered trademark name or trademark which is the application subject for registration, unless the owner of the consent or the applicant for registration, unless the consent owner or applicant for registration of the trademark, as the case may be, has been obtained and by the promoters produced.

it includes any words or word which are offensive of the people to any section.

The name shall be undesirably considered, if–

the identical proposed name with or too nearly resembles the limited liability partnership;

it is not consonance with the company principal objects as set out in the association memorandum. Every name need not  be necessarily indicative of the company objects, but when there is some objects indication in the name, then it shall be in conformity with the mentioned objects in the memorandum;

The main business of the company is leasing, financing, investments, chit funds, combination or securities thereof, such name shall not be allowed unless the indicative name of such financial activities related, viz, Investment or Chit fund or Loan, etc.,

it resembles closely the popular or description abbreviated of an limited liability partnership or of an existing company:

the identical proposed name with or nearly too resembles the company name or incorporated limited liability partnership;

it is not in consonance with the company principal objects as set out in the association memorandum. Every name need not be important of the objects indicative of the company, but when there is some objects indication in the name, then it shall be in conformity with the mentioned objects in the memorandum;

The company important business is leasing, financing, chit fund, investments, combination or securities thereof, such name shall not be allowed unless the indicative name of such financial activities related, viz., Investment or Chit Fund or Loan, etc.,

It resembles popular closely or description abbreviated of an existing company or limited liability partnership;

the proposed identical name with or too nearly resembles the company name is incorporated limited liability partnership outside India and by such company reserved or with the registrar limited liability partnership. If a incorporated  foreign company its subsidiary company in India, then the holding company original name as it may be allowed with the word India addition or any Indian State name or city, if available otherwise;

Any proposed name part includes the word indicative of a business separate type constitution or person that is legal or thereof any connotation e.g., co-operative, sehkari, LLP, trust, partnership, proprietor, society, HUF, firm, Inc., PLC., SA, PTE, SA, GmbH, Sdn, AG etc. May be noted the following:

The name including the phrase “Electoral Trust” may be allowed for Companies Registration under section 8 of the Act to be formed, in accordance with the Electoral Trusts Scheme, 2013 notified by the Central Board of Direct Taxes.

the proposed name contains the words ‘British India’;

the proposed name implies association or with embassy connection or consulate or foreign government;

the proposed name includes or implies connection or association with or a national hero patronage or held any person in high esteem or necessary patronages who occupied or important occupying positions in Government;

the vague proposed name or an abbreviated name as a part of the name for a new company formation as subsidiary or joint venture or associate company but such joint venture or company associated shall not have an abbreviated name only e.g., Delhi paper Mills Limited can get a associated company or joint venture shall not have an abbreviated name only e.g., Delhi Paper Mills Limited can get a joint venture or DBM Papers Limited as associated company and not as DPM Limited.

The well known companies in their respective field by names that are abbreviated are allowed to change their names to their existing names abbreviation after following the requirements of the Act.

The identical proposed name to the company name dissolved as a liquidation result proceeding and two years period have not elapsed from such dissolution date. If the proposed name is unique with the company name which is struck off in pursuance of action under section 248 of the Act, then the same shall not be allowed before the twenty years expiry in the Official Gazette from the publication being so struck off;

It is same with or too nearly resembles the limited liability partnership in liquidation or the limited liability partnership name which is struck off up to a five years period;  the proposed name include words such as “Bank”, “Insurance”, “Stock Exchange”, “Venture Capital”, “Asset Management”, “Nidhi”, “Mutual Fund”, etc., unless a submitted declaration by the applicant that the requirements mandated by the regulator respective, such as RBI, IRDA, SEBI, MCA, etc., with by the applicant have been compiled.

The proposed name includes the word “State”, the same shall be allowed only in case the company is a government company;

the proposed name is containing only continent name, country, city, State, such as Asia limited, Germany Limited, Haryana Limited, Mysore Limited;

The name is only a general one, like Cotton Textile Mill Ltd. or Silk Manufacturing Ltd., and not Lakshmi silk Manufacturing Co. Ltd.;

It is intended or likely to produce impression which is misleading regarding the activities scale or scope which would be beyond at its disposal the resources;

proposed name include any foreign country name or any city in a Foreign company, the same shall be permitted if the applicant produces any significance proof of relations of business with such foreign country like Memorandum of Understanding of such country with the company:

The combining name of the foreign country name with the use of India like India Japan or Japan India shall be allowed if, there is government to participation of government or patronage and no company shall be incorporated using the enemy country name.

“Enemy country” means by the Central government so declared from time to time.

Compulsory change of name on activities change.

If any firm has changed its activities which in its name are not reflected, it shall change in line its name with its activities of six months within a period from activities change after complying with every provisions as applicable to a name change

Use of relatives name/other person in name of the company’s.

In case the used key word in the proposed name is the person name other than the promoter’s name or their close blood relatives, No objection from such other person’s shall be attached for name with the application. In case the name includes the relatives name , the relation proof shall be attached and it shall be necessary to furnish the importance and thereof proof of coined words for use made out of the promoters name on their relatives.

Regarding declaration in last 5 years use of proposed name.

The applicant shall declare negative or in affirmative (To deny or affirm) whether they are using or have been using in five years last, the name applied for company incorporation or LLP in constitution of any other business like partnership or sole proprietorship or any other incorporated or entity unincorporated and if, thereof yes details and No other Objection Certificate from other partners and of such name associates for use by the Company proposed or LLP as the case may be, and also a declaration as to whether other business such shall be taken over by the company proposed or LLP or not.

Words which can be used in only name with prior approval of Central Govt.

The following combinations and thereof words shall not be used in the company name in English or any of the languages depicting the meaning that are the same unless the Central Government previous approval has been obtained for any such word use or expression-

-Board;

-Commission;

-Authority;

-Undertaking;

-National;

-Central;

-Union;

-President;

-Republic;

-Rashtrapathi;

-Small scale Industries;

-Municipal;

-Panchayat;

-Authority Development;

-Chief Minister or Prime Minister;

-Nation;

-Minister;

-Forest Cooperation;

-Scheme Development;

-Statutory or statute;

-Judiciary or Court;

-Governor;

The word scheme use with the name of Government(s), India, State, any government authority or Bharat or in any manner resembling with the launched scheme by State, Central, Local and State Governments and authorities; and

-Bureau;

Words to be used in the name of section 8 Companies/Nidhis.

For under section 8 of the Companies Act, the name shall be include the foundation words, Association, Forum, Chambers, Federation, Confederation, council, Electoral trust and the like etc., Every incorporated company as a “Nidhi” shall have the words last “Nidhi Limited” of its name as part.

Use of released name on name change from the database:

The released name on change by any name of the company shall remain in data base and shall not be allowed by any other company to be taken including the company group of the company who has changed for a period the name of three years from the change of date subject to specific direction from the authority that is competent in the compromise course, amalgamation or arrangement.

NAME RESERVATION: An application for name reservation shall be made in Form No. INC. 1 along with the provided fees in the companies (Registration Fees and Offices) Rules, 2014.

ARTICLES (SECTION 5).

FORM OF ARTICLES.

The articles models as prescribed in Tables F, G, H, I and J of Schedule I of the Act may be adopted as may be applicable by a company to the company case, otherwise or either in totality.

PROVISIONS ENTRENCHMENT (RULE 10).

Where the articles contain for entrenchment provisions, the company shall give to the Registrar, the registration of such notice of such provisions in Form. No. INC-2 or Form No.INC.7, as the case may be, along with the provided fees in the Companies (Registration Fees and Offices) Rules, 2014 at the incorporation time of the company or in the existing companies case, the same shall be filed in Form No. MGT.14* within thirty days from the entrenchment of the articles date, as the case may be, as provided in the companies along with the fee (Registration Offices and Fees) Rules, 2014.

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