Name rules (amendment to Rule 8) by ROC

Name rules (amendment to Rule 8) by ROC

ROC had updated the name rules for applying the name for the company or LLP.

These new name rules are called Companies (Incorporation) Fifth Amendment Rules, 2019.

MINISTRY OF CORPORATE AFFAIRS had updated RULE 8 in the Companies (Incorporation) Rules, 2014

Names which look a lot like too nearly with the name of an existing company. -

 Rule 8(1)

 A name applied by the company 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.

 Rule 8(2)

 The following matters are to be disregarded while comparing the names under sub-rule (1):-

1.  The words like Private, Pvt, Pvt., (P), OPC Pvt. 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;

Name existed	Name applied for	Same or Not
XYZ Limited	XYZ Ltd.	Same
XYZ Private Limited	XYZ Pvt. Limited	Same

  

• the plural or singular form of words in the name;

Name existed	Name applied for	Same or Not	Reason
Blue Consultancy Limited	Blues consultancy limited	Same	Plural or singular will not make name different
SM Computer Limited	SMS Computer limited	NOT Same	It’s not a case of plural; it changes the whole identity of the company

• type and case of letters, the spacing between letters, punctuation marks and special characters used in the name;

Name existed	Name applied for	Same or Not
XYZ Limited	X Y Z Limited	Same
XYZ Limited	X.Y.Z. Limited	Same

• use of different tenses in the name;

Name existed	Name applied for	Same or Not
Dominant Limited	Dominating Limited	Same
Speak English Limited	Spoken English Limited	Same

  

• use of different phonetic spellings including use of misspelled words of an expression;

Name existed	Name applied for	Same or Not
AXE GEE Limited	XG Limited	Same
Kodak Limited	Codak Limited	Same

• use of host names such as ‘www’ or a domain extension such as ‘net’, ‘org’, ‘dot’ or ‘com’ in the name;

Name existed	Name applied for	Same or Not
Cab India Private Limited	Cab.com India Private Limited	Same
Supreme Ultra Solutions Ltd.	Ultrasolutions.com Ltd	Not the same

• the order of words in the names;

Name existed	Name applied for	Same or Not
Ankit Technology and Consultancy Limited	Ankit Consultancy and Technology Limited	Same
Ankit Technology and Consultancy Limited	Ankit Arora Technology and Consultancy Limited	Not the same

• use of the definite or indefinite article in the name;

Name existed	Name applied for	Same or Not
Cab India Private Limited	The Cab India Private Limited	Same
Supreme Ultra Solutions Ltd.	A Supreme Ultra Solutions Ltd.	Same

• a slight variation in the spelling of the two names including a grammatical variation thereof;

Name existed	Name applied for	Same or Not
Cab India Private Limited	Ceb India Private Limited	Same
Supreme Ultra Solutions Ltd.	Suprim Ultra Solutions Ltd.	Same

• complete translation or transliteration, and not part thereof, of an existing name, in Hindi or English;

Name existed	Name applied for	Same or Not
National Electricity Corporation Limited	Rashtriya Vidyut Nigam Limited	Same
Supreme Ultra Solutions Ltd.	A Supreme Ultra Solutions Ltd.	Same

• addition of the name of a place to an existing name, which does not contain the name of any place;

Name existed	Name applied for	Same or Not
Cab Private Limited	Cab Delhi Limited	Same
Cab Delhi Private Limited	Cab Haryana Limited	Not Same

• addition, deletion, or modification of numerals or expressions denoting numerals in an existing name, unless the numeral represents any brand;

Name existed	Name applied for	Same or Not
Cab Private 11 Limited	Cab Private Limited	Same
Cab Private Limited	Cab 11 Private Limited	Same
One 11 Power limited	One Power Limited	Same (if one 11 is the brand)

RULE 8A(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 previous permission has been obtained under that Act;

(b) save as provided in section 35 of the Trade Marks Act, 1999 (47 of 1999), the name includes a trademark 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 trademark, as the case may be, has been obtained and produced by the promoters;

(c) it includes any word or words which are offensive to any section of the people;

(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;

(f) the company’s main business is financing, leasing, chit fund, investments, securities or a 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 a combination thereof, but the company’s main business is not related to such activities;

(h) it resembles closely the popular or abbreviated description of an existing company or limited liability partnership;

(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;

(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;

(k) the proposed name contains the words ‘British India’;

(l) the proposed name implies association or connection with an embassy or consulate of a foreign government;

(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;

(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;

(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;

(p) the proposed name includes 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;

(q) the proposed name includes the word "State", in case the company is not a Government company;

(r) the proposed name is containing only the name of a continent, country, State, a city such as Asia limited, Germany Limited, Haryana Limited or Mysore Limited;

(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 the 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 in a name shall not be relevant;
(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 names Technical Vista Ltd or Vista Technical are not descriptive as the names do not
merely consist of commonly used words and the order of the words is not 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.

(t) the proposed name includes the name of any foreign country or any city in a foreign country, the same shall be allowed if the applicant produces any proof of the 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 Government of India from time to time.

(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.

(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.

(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 the change unless a specific direction has been received from the competent authority in the course of compromise, arrangement or amalgamation.

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 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.

RULE 8B: Word or expression which can be used only after obtaining previous approval of Central Government. In terms 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;
(n) Financial Corporation and the like;
(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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