Ministry of Corporate
Affairs (MCA) vide notification dated 10 May, 2019 has amended the Companies
(Incorporation) Rules, 2014. Pursuant to amendment, additional restrictions
and illustrations has been introduced
which are to be considered while making the name application for registration
or change of name for the Companies.
New clauses introduced:
- A name applied for shall be considered as resembling too nearly with the name of an existing company on the additional grounds viz.,
- use of the definite or indefinite article in one or both names; e.g. Congenial Tours Ltd. is same as A Congenial Tours Ltd. and The Congenial Tours Ltd.
- a slight variation in the spelling of the two names including a grammatical variation thereof; e.g. Color Technologies Ltd. is same as Colour Technologies Ltd.
- addition of the name of a place to an existing name, which does not contain the name of any place; e.g. If Salvage Technologies Ltd. is an existing name, it is same as Salvage Technologies Delhi Ltd and Salvage Delhi Technologies Ltd.
- addition, deletion, or modification of numerals or expressions denoting numerals in an existing name, unless the numeral represents any brand; e.g. Thunder Services Ltd is same as Thunder l l Services Ltd and One Thunder Services
- If the Company’s main business is not related to activities such as financing, leasing, chit fund, investments, securities or combination thereof, the name indicative of such activity shall be considered as undesirable
- If the proposed name applied is identical with or too nearly resembles the name of a company or limited liability partnership incorporated outside India and reserved by such company or Limited liability partnership with the Registrar:
Provided further that provisions of rule 8 ie., Names which resembles too nearly with name of existing company shall apply mutatis mutandis while determining whether a proposed name is too nearly resembling the name of a company or limited liability partnership incorporated outside India. (Probably with this, MCA intends to restricts the name which is too nearly resembling with the name of the company or limited liability partnership incorporated outside India which are reserved with ROC)
For further details,
please refer the table of erstwhile and amended rule
Old – Rule 8 of Incorporation Rules
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New - Rule 8, 8A, 8B of Incorporation
Rules
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(1) In
determining whether a proposed name is identical with another, the
differences on account of the following shall be disregarded-
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Rule 8 (l) A name
applied for shall be deemed to resemble too nearly with the name of an existing
company, if, and only if, after comparing the name applied for with the name
of an existing company by disregarding the matters set out in sub-rule (2), the
names are same
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(a) the
words like Private, Pvt, Pvt., (P), Limited, Ltd, Ltd., LLP, Limited
Liability Partnership;
(b)
words appearing at the end of the names – company, and company, co., co,
corporation, corp, corpn, corp.;
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Rule 8 (2)The
following matters are to be disregarded while comparing the names under
sub-rule (1):-
(a) the words
like Private, Pvt, Pvt,, (P), OPC
Ltd.. IFSC Limited, IFSC Pvt. Limited, Producer Limited, Limited, Unlimited,
Ltd, Ltd., LLP, Limited Liability Partnership, company, and company, & co, & co., co., co, corporation,
corp, corpn, corp or group;
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(c)
plural version of any of the words appearing in the name;
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(b) the plural or
singular form of words in one or both names;
A. Illustrations
(i) Green Technology Ltd. is same as Greens Technology Ltd. And Greens
Technologies Ltd.
(ii) Pratap Technology Ltd. is same as Prataps Technology Ltd. and
Prataps Technologies Ltd.
(iii)SM Computers Ltd. is not same as SMS Computers Ltd.
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(d) type and case of letters, spacing between letters and punctuation
marks;
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(c)
type and case of letters, spacing between letters and punctuation marks and special characters used in one or
both names:
B.
Illustrations
(i)
ABC Ltd. is same as A.B.C. Ltd. and A B C Ltd.
(ii)
TeamWork Ltd. is same as Team@Work L,td. and Team-work Ltd.
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(e)
joining words together or separating the words does not make a name
distinguishable from a name that uses the similar, separated or joined words;
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(f) use
of a different tense or number of the
same word does not distinguish one name from another;
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(d) use of different
tenses in one or both names:
C. Illustrations
(i)Ascend
Solutions Ltd. is same as Ascended Solutions Ltd. And Ascending Solutions
Ltd.
(ii)Speak English
Solutions Limited is same as Spoken English Solutions Limited.
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(g)
using different phonetic spellings or spelling variations shall not be
considered as distinguishing one name from another. Illustration (For
example, P.Q. Industries limited is existing then P and Q Industries or Pee
Que Industries or P n Q Industries or P & Q Industries shall not be
allowed and similarly if a name contains numeric character like 3,
resemblance shall be checked with ‘Three’ also;)
(h)
misspelled words, whether
intentionally misspelled or not, do
not conflict with the similar, properly spelled words;
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(e) use of
different phonetic spellings including use of misspelled words of an
expression;
D. Illustrations
(i) Chemtech Ltd.
is same as Chemtec Ltd., Chemtek Ltd., Cemtech Ltd., Kemtech Ltd., and Kemtek
Ltd.
(ii) Bee Kay Ltd
is same as BK Ltd, Be Kay Ltd., B Kay Ltd., Bee K Ltd., B.K. Ltd. and Beee
Kay Ltd.
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(i) the
addition of an internet related
designation, such as .com, .net, .edu, .gov, .org, .in does not make a
name distinguishable from another, even where (.) is written as ‘dot’;
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(f) use of host name such as www' or a domain
extension such as ‘net', ‘org', 'dot' or 'com' in one or both names;
E. Illustrations
(i) Ultra
Solutions Ltd. is same as Ultrasolutions.com Ltd.
(ii) Supreme
Ultra Solutions Ltd. is not the same as Ultrasolutions.com Ltd.
Provided that
clauses (f) to (h) and clauses (k) and (l) shall not be disregarded while
comparing the names, if a no objection by way of a Board resolution has been
provided by an existing company.
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(j) the
addition of words like New, Modern, Nav, Shri, Sri, Shree, Sree, Om, Jai,
Sai, The, etc. does not make a name distinguishable from an existing name and
similarly, if it is different from the name of the existing company only to
the extent of adding the name of the place, the same shall not be allowed;
such names may be allowed only if no objection from the existing company by
way of Board resolution is submitted;
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(k)
different combination of the same words does not make a name distinguishable
from an existing name, e.g., if there is a company in existence by the name
of "Builders and Contractors Limited", the name "Contractors
and Builders Limited" shall not be allowed unless it is change of name
of existing company;
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(g) the order of
words in the names;
F. Illustrations
(i) Ravi Builders
and Contractors Ltd. is same as Ravi Contractors
and Builders Ltd.
(ii) Ravi
Builders and Contractors Limited is not the same as Ravi
Shankar Builders
and Contractors Limited.
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(h) use of the definite or indefinite article in one or both names;
G. Illustrations
(i) Congeniai Tours Ltd. is same as A Congenial Tours Ltd. and The
Congenial Tours Ltd.
(ii) Isha Industries Limited is not the same as Anisha Industries Limited.
Provided. that clauses (f) to (h) and clauses (k) and (l) shall not be
disregarded while comparing the names, if a no objection by way of a Board
resolution has been provided by an existing company.
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(i) a slight variation in the spelling of the two names including a grammatical
variation thereof;
H. Illustrations
(i) Color Technologies Ltd. is same as Colour Technologies Ltd.
(ii) Disc Solutions Ltd. is same as Disk Solutions Ltd. but it is not
same as Disco Solutions Ltd.
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(l) if
the proposed name is the Hindi or English translation or transliteration of
the name of an existing company or limited liability partnership in English
or Hindi, as the case may be.
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(j) complete
translation or transliteration, and not part thereof, of an existing name, in
Hindi or in English;
I. illustrations
(i) National
Electricity Corporation Ltd. is same as Rashtriya Vidyut Nigam Ltd.
(ii) Hike
Construction Ltd. is not the same as Hike Nirman Ltd.
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(k) addition of the name of a place to an existing name, which does
not contain the name of any place;
J. Illustrations
(i) If Salvage Technologies Ltd. is an existing name, it is same as Salvage
Technologies Delhi Ltd and Salvage Delhi Technologies
Ltd.
(ii) Retro Pharmaceuticals Ranchi Ltd. is not the same as Retro Pharmaceuticals
Chennai Ltd.
Provided that clauses (f) to (h) and clauses (k) and (l) shall not be disregarded
while comparing the names, if a no objection by way of a Board resolution has
been provided by an existing company.
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(1) addition, deletion, or modification of numerals or expressions
denoting numerals in an existing name, unless the numeral represents any
brand;
K. Illustrations
(i) Thunder Services Ltd is same as Thunder l l Services Ltd and OneThunder
Services Ltd
(ii) Style Garments l l Ltd. is same as Style Garments Ltd and
Style12 Garments Ltd.
(iii)One 1 I Power Equipment Ltd is not the same as One Power
Equipment Ltd, if One 11 represents a brand:
Provided. that clauses (f) to (h) and clauses (k) and (l) shall not be
disregarded while comparing the names, if a no objection by way of a Board
resolution has been provided by an existing company.
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(2) (a) The name shall be
considered undesirable, if-
(i) it attracts the
provisions of section 3 of the Emblems and Names (Prevention and Improper
Use) Act, 1950 (12 of 1950);
7[(ii) it includes the name of a trade mark registered
or a trade mark which is subject of an application for registration under the
Trade Marks Act, 1999 and the rules framed thereunder unless the consent of
the owner or applicant for registration, of the trade mark, as the case may
be, has been obtained and produced by the promoters.]
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8A. Undesirable names.-
(1) The name
shall be considered undesirable, if-
(a) it is prohibited under the provisions of
section 3 of the Emblems and Names (Prevention and Improper Use) Act, 1950
(12 of 1950), unless a previous
permission has been obtained under that Act;
(b) save as
provided in section 35 of the Trade Marks Act, L999 (47 of 1999), the name
includes a trade mark registered under the Trade Marks Act, 1999 and the
rules framed thereunder in the same
class of goods or services in which the activity of the company is being
carried out or is proposed to be carried out, unless the consent of the
owner or applicant for registration, of the trade mark, as the case may be,
has been obtained and produced by the promoters;
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(iii) it includes any
word or words which are offensive to any section of the people;
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(1) The name
shall be considered undesirable, if-
(c) it includes
any word or words which are offensive to any section of the people:
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(b) The name shall also
be considered undesirable, if-
(i) the proposed name is
identical with or too nearly resembles the name of a limited liability
partnership,
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(1) The name
shall be considered undesirable, if-
(d) the proposed
name is identical with or too nearly resembles the name of a limited
liability partnership.
Provided that the provisions of rule 8 shall apply mutatis mutandis
while determining whether a proposed name is too nearly resembling the name
of a limited liability partnership,
(e) the proposed name is identical
with or too nearly resembles with a name which is for the time being reserved
in accordance with rule 9:
Provided that the provisions of rule 8 shall apply mutatis mutandis
while determining whether a proposed name is too nearly resembling with a
reserved name;
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(iii) the company’s main
business is financing, leasing, chit fund, investments, securities or
combination thereof, such name shall
not be allowed unless the name is indicative of such related financial
activities, viz., Chit Fund or Investment or Loan, etc.;
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(1) The name
shall be considered undesirable, if-
(f) the company's
main business is financing, leasing, chit fund, investments, securities or
combination thereof, but the proposed name is not indicative of such related
financial activities. viz.. Chit Fund or Investment or Loan, etc.;
(g) the company's name is indicative of activities financing, leasing,
chit fund, investments, securities or combination thereof, but the company's
main business is not related to such activities;
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(iv) it resembles closely
the popular or abbreviated description of an existing company or limited
liability partnership;
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(1) The name
shall be considered undesirable, if-
(h) it resembles
closely the popular or abbreviated description of an existing company or
limited liability partnership;
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(v) the proposed name is
identical with or too nearly resembles the name of a company or limited
liability partnership incorporated outside India and reserved by such company
or limited liability partnership with the Registrar:
Provided that if a foreign company is incorporating its
subsidiary company in India, then the original name of the holding company as
it is may be allowed with the addition of word India or name of any Indian
state or city, if otherwise available;
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(1) The name
shall be considered undesirable, if-
(i) the proposed
name is identical with or too nearly resembles the name of a company or
limited liability partnership incorporated outside India and reserved by such
company or Limited liability partnership with the Registrar:
Provided that if
a foreign company is incorporating its subsidiary company in India, then the
original name of the holding company as it is may be allowed with the
addition of word India or name of any Indian State or city, if otherwise available:
Provided further that provisions of rule 8 shall apply mutatis
mutandis while determining whether a proposed name is too nearly resembling
the name of a company or limited liability partnership incorporated outside
India;
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(vi) any part of the
proposed name includes the words indicative of a separate type of business
constitution or legal person or any connotation thereof e.g. co-operative,
sehkari, trust, LLP, partnership, society, proprietor, HUF, firm, Inc., PLC,
GmbH, SA, PTE, Sdn, AG etc.;
Explanation.- For the purposes of this sub-clause, it is hereby clarified that the name including phrase ‘Electoral Trust’ may be allowed for Registration of companies to be formed under section 8 of the Act, in accordance with the Electoral Trusts Scheme, 2013 notified by the Central Board of Direct Taxes (CBDT):
Provided that name
application is accompanied with an affidavit to the effect that the name to
be obtained shall be only for the purpose of registration of companies under
Electoral Trust Scheme as notified by the Central Board of Direct Taxes;
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(1) The name
shall be considered undesirable, if-
(j) any part of
the proposed name includes the words indicative of a separate type of
business constitution or legal person or any connotation thereof e.g.
co-operative, sehkari, trust, LLP, partnership, society, proprietor, HUF Firm,
Inc., PLC, GmbH, SA, PTE, Sdn, AG, etc.;
Explanation.- For
the purposes of this clause, it is hereby clarified that the name including
phrase 'Electoral Trust' may be allowed for registration of companies to be
formed under section 8 of the Act, in accordance with the Electoral Trusts
Scheme, 2013 notified by the Central Board of Direct Taxes (CBDT):
Provided that
name application is accompanied with an affidavit to the effect that the name
to be obtained shall be only for the purpose of registration of companies
under the said Electoral Trust Scheme as notified by the Central Board of
Direct Taxes;
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(vii) the proposed name
contains the words ‘British India’;
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(1) The name
shall be considered undesirable, if-
(k) the proposed
name contains the words 'British India’;
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(viii) the proposed name
implies association or connection with embassy or consulate or a foreign
government;
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(1) The name
shall be considered undesirable, if-
(l) the proposed
name implies association or connection with an embassy or consulate of a foreign
government;
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(ix) the proposed name
includes or implies association or connection with or patronage of a national
hero or any person held in high esteem or important personages who occupied
or are occupying important positions in Government;
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(1) The name
shall be considered undesirable, if-
(m) the proposed
name includes or implies association or connection with or patronage of a
national hero or any person held in high esteem or important personages who
occupied or are occupying important positions in the Government:
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(xi) the proposed name is
identical to the name of a company dissolved as a result of liquidation
proceeding and a period of two years have not elapsed from the date of such
dissolution:
Provided that if the
proposed name is identical with the name of a company which is struck off in
pursuance of action 1["or under section 560 of the Companies Act,
1956(1 of 1956)"] then the same
shall not be allowed before the expiry of twenty years from the publication
in the Official Gazette being so struck off;
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(1) The name
shall be considered undesirable, if-
(n) the proposed
name is identical to the name of a company dissolved as a result of liquidation
proceeding and a period of two years has not elapsed from the date of such
dissolution:
Provided that if
the proposed name is identical with the name of a company which is struck off
in pursuance of action under section 248 of the Act or under section 560 of
the Companies Act, 1956 (1 of 1956) then the same shall not be allowed before
the expiry of twenty years from the date of publication in the Official
Gazette being so struck off;
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(xii) it is identical
with or too nearly resembles the name of a limited liability partnership in
liquidation or the name of a limited liability partnership which is struck
off up to a period of five years;
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(1) The name
shall be considered undesirable, if-
(o) it is
identical with the name of a limited liability partnership in liquidation or
the name of a limited liability partnership which is struck off up to a
period of five years;
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(xiii) the proposed name
include words such as ‘Insurance’, ‘Bank’, ‘Stock Exchange’, ‘Venture
Capital’, ‘Asset Management’, ‘Nidhi’, ‘Mutual fund’ etc., unless a
declaration is submitted by the applicant that the requirements mandated by
the respective regulator, such as IRDA, RBI, SEBI, MCA etc. have been
complied with by the applicant;
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(1) The name
shall be considered undesirable, if-
(p) the proposed
name include words such as 'Insurance', 'Bank', 'Stock Exchange', Venture
Capital', 'Asset Management'. 'Nidhi', 'Mutual Fund', etc., unless a
declaration is submitted by the applicant that the requirements mandated by
the respective regulator, such as IRDA, RBI, SEBI, MCA, etc. have been
complied with by the applicant;
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(xiv) the proposed name
includes the word "State", the
same shall be allowed only in case the company is a government company;
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(1) The name
shall be considered undesirable, if-
(q) the proposed
name includes the word "State", in case the company is not a
Government company;
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(xv) the proposed name is
containing only the name of a continent, country, state, city such as Asia
limited, Germany Limited, Haryana Limited, Mysore Limited;
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(1) The name
shall be considered undesirable, if-
(r) the proposed
name is containing only the name of a continent, country, State, city such as
Asia limited, Germany Limited, Haryana Limited or Mysore Limited;
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(xvi) the name is only a
general one, like Cotton Textile Mills Ltd. or Silk Manufacturing Ltd., and
not Lakshmi Silk Manufacturing Co. Ltd;
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(1) The name
shall be considered undesirable, if-
(s) Use of descriptive names, where the name
merely consists of commonly used words to describe an activity.
Explanation.-For
the purposes of this clause,-
(A) the term
"commonly used words" refers to use of generic expressions which
may be used by any other company to describe its trade;
(B) while
determining whether a name is descriptive or not the objects of the proposed
company or the order of words appearing (C) the name shall not be deemed to be descriptive where “commonly used
words” are used in addition to other words in the name
A. Illustrations
(i) The names
Silk Manufacturers private Limited and Manufacturers Silk Ltd. are
descriptive names as they merely describe an activity which may also be
carried out by any other company and the order of the words is not relevant
while determining a descriptive name.
(ii) The names
Computer World Ltd., Food Star Ltd., Tour Hub Ltd or House of Chocolate Ltd
are not descriptive as the names do not merely consist of commonly used
words.
(iii) The descriptive
words and names Technical Vista Ltd or Vista Technical are not as the names
do not merely the order of the words is not consist of commonly used relevant
while determining
whether a name is
descriptive.
(iv) The name
Drinking Water plant Ltd. is a descriptive name, even if the object of the
company is not related to making drinking water plant as it consists of
commonly used words and objects of the proposed company is not relevant while
determining whether a
name is
descriptive.
(v) The name Silk
Wise Manufacturers private Limited is not
descriptive as it
contains words other than commonly used words.
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(xviii) the proposed name
includes name of any foreign country or any city in a foreign country, the
same shall be allowed if the applicant produces any proof of significance of
business relations with such foreign country like Memorandum Of Understanding
with a company of such country:
Provided that the name
combining the name of a foreign country with the use of India like India
Japan or Japan India shall be allowed if, there is a government to government
participation or patronage and no company shall be incorporated using the
name of an enemy country. Explanation.- For the purposes of this clause,
enemy country means so declared by the Central Government from time to time.
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(1) The name
shall be considered undesirable, if-
(t) the proposed name
includes name of any foreign country or any city in a foreign country, the
same shall be allowed if the applicant produces any proof of significance of
business relations with such foreign country like Memorandum Of Understanding
with a company of such country:
Provided that the name
combining the name of a foreign country with the use of India like India
Japan or Japan India shall be allowed if, there is a government to government
participation or patronage and no company shall be incorporated using the
name of an enemy country.
Explanation.- For the
purposes of this clause, enemy country means so declared by the Central
Government from time to time.
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(5) The
applicant shall declare in affirmative or negative ( to affirm or deny )
whether they are using or have been using in the last five years , the name
applied for incorporation of company or LLP in any other business
constitution like Sole proprietor or Partnership or any other incorporated or
unincorporated entity and if, yes details thereof and No Objection
Certificate from other partners and associates for use of such name by the
proposed Company or LLP, as the case may be, and also a declaration as to
whether such other business shall be taken over by the proposed company or
LLP or not .
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Rule 8A (2) The applicant
shall declare in affirmative or negative (to affirm or deny) whether he is using or has been using in the
last five years, the name applied or incorporation of company or LLP in any
other business constitution like Sole Proprietor or Partnership or any other
incorporated or unincorporated entity and if, yes details thereof and No
Objection Certificate from other partners and associates for use of such name
by the proposed Company or LLP, as the case may be, and also a declaration as
to whether such other business shall be taken over by the proposed company or
LLP or not.
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(6) The
following words and combinations thereof shall not be used in the name of a
company in English or any of the languages depicting the same meaning unless
the previous approval of the Central Government has been obtained for the use
of any such word or expression-
(a)
Board;
(b)
Commission;
(c)
Authority;
(d)
Undertaking;
(e)
National;
(f)
Union;
(g)
Central;
(h)
Federal;
(i)
Republic;
(j)
President;
(k)
Rashtrapati;
(l)
Small Scale Industries;
(m)
Khadi and Village Industries Corporation;
(o)
Municipal;
(p)
Panchayat;
(q)
Development Authority;
(r)
Prime Minister or Chief Minister;
(s)
Minister;
(t)
Nation;
(u)
Forest corporation;
(v)
Development Scheme;
(w)
Statute or Statutory;
(x)
Court or Judiciary;
(y)
Governor;
(z) the
use of word Scheme with the name of Government (s) , State , India, Bharat or
any government authority or in any manner resembling with the schemes
launched by Central, state or local Governments and authorities; and
(za)
Bureau
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8B. Word or
expression which can be used only after obtaining previous approval of
Central Government
In terms of
clause (b) of sub-section (3) of Section 4, the following words and combinations
thereof shall not be used in the name of a company in English or any of the
languages depicting the same meaning unless the previous approval of the Central
Government has been obtained for the use of any such word or expression:-
(a)
Board;
(b)
Commission;
(c) Authority;
(d)
Undertaking;
(e)
National;
(f)
Union;
(g)
Central;
(h)
Federal;
(i)
Republic;
(j)
President;
(k)
Rashtrapati;
(l)
Small Scale Industries;
(m)
Khadi and Village Industries Corporation;
(o)
Municipal;
(p)
Panchayat;
(q)
Development Authority;
(r)
Prime Minister or Chief Minister;
(s)
Minister;
(t)
Nation;
(u)
Forest corporation;
(v)
Development Scheme;
(w)
Statute or Statutory;
(x)
Court or Judiciary;
(y)
Governor;
(z) the
use of word Scheme with the name of Government (s) , State , India, Bharat or
any government authority or in any manner resembling with the schemes
launched by Central, state or local Governments and authorities; and
(za) Bureau
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(7) For the Companies under section 8 of the
Act, the name shall include the words foundation, Forum, Association,
Federation, Chambers, Confederation, council, Electoral trust and the like
etc. Every company incorporated as a "Nidhi" shall have the last
word ‘Nidhi Limited’ as part of its name.
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(1) The name
shall be considered undesirable, if-
Rule 8A(u) the proposed name of a section 8
company under the Act does not include the words Foundation, Forum,
Association, Federation, Chambers, Confederation, Council,
Electoral Trust
and the like. etc.
Rule 8A (v) the
proposed name of a Nidhi company under the Act does not have the last words
"Nidhi Limited" as a part of its name.
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(8) The names released on change of name by any company
shall remain in data base and shall not be allowed to be taken by any other
company including the group company of the company who has changed the name
for a period of three years from the date of change subject to specific
direction from the competent authority in the course of compromise,
arrangement and amalgamation.
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Rule 8A (w) the proposed
name has been released from the register of companies upon change of name of a
company and three years have not elapsed since the date of change unless a
specific direction has been received from the competent authority in the
course of compromise, arrangement or amalgamation
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