Name availability guidelines

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General Circular No. 45/2011

No 17/90/2011- CL V

Government of India

Ministry of Corporate Affairs

5th floor, ‘A’ Wing, Shastri Bhawan,

Dr. Rajendra Prasad Road, New Delhi

Dated the 8th July, 2011

All the Regional Directors,

All the Registrar of Companies

Subject: NAME AVAILABILITY GUIDELINES, 2011

Sir,

In supercession of all the previous circulars and instructions issued by Ministry of

Corporate Affairs from time to time regarding name availability, the applicants and

Registrar of Companies are advised to adhere following guidelines while applying or

approving a name:

1. As per provisions contained in Section 20 of the Companies Act, 1956, no company is

to be registered with undesirable name. A proposed name is considered to be undesirable

if it is identical with or too nearly resembling with:

(i) Name of a company in existence and names already approved by the Registrar

of Companies;

(ii) Name of a LLP in existence or names already approved by Registrar of LLP;

or

(iii) A registered trade-mark or a trade mark which is subject of an application for

registration, of any other person under the Trade Marks Act, 1999.

2. While applying for a name in the prescribed e-form-1A, using Digital Signature

Certificate (DSC), the applicant shall be required to furnish a declaration to the effect that:

(i) he has used the search facilities available on the portal of the Ministry of Corporate

Affairs (MCA) i.e., www.mca.gov.in/MCA21 for checking the resemblance of the

proposed name(s) with the companies and Limited Liability Partnerships (LLPs)

respectively already registered or the names already approved.

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(ii) the proposed name(s) is/are not infringing the registered trademarks or a trademark

which is subject of an application for registration, of any other person under the Trade

Marks Act, 1999;

(iii) the proposed name(s) is/are not in violation of the provisions of Emblems and Names

(Prevention of Improper Use) Act, 1950 as amended from time to time;

(iv) the proposed name(s) is not such that its use by the company will constitute an offence

under any law for the time being in force.

(v) the proposed name is not offensive to any section of people, e.g., proposed name does

not contain profanity or words or phrases that are generally considered a slur against an

ethnic group, religion, gender or heredity;

(vi) he has gone through all the prescribed guidelines, understood the meaning thereof and

the proposed name(s) is/are in conformity thereof;

(vii) he undertakes to be fully responsible for the consequences, in case the name is

subsequently found to be in contravention of the prescribed guidelines.

3. There is an option in the e-form 1A for certification by the practicing Chartered

Accountants, Company Secretaries and Cost Accountants, who will certify that he has

used the search facilities available on the portal of the Ministry of Corporate Affairs

(MCA) i.e., www.mca.gov.in/MCA21 for checking the resemblance of the proposed

name(s) with the companies and Limited Liability Partnerships (LLPs) respectively

already registered or the names already approved and the search report is attached with the

application form. The professional will also certify that the proposed name is not an

undesirable name under the provisions of section 20 of the Companies Act, 1956 and also

is in conformity with Name Availability Guidelines, 2011.

4(i) Where e-form 1A has been certified by the professional in the manner stated at ‘3’

above, the name will be made available by the system online to the applicant without

backend processing by the Registrar of Companies (ROC). This facility is not available for

applications for change of name of existing companies.

(ii) Where a name has been made available online on the basis of certification of

practicing professional in the manner stated above, if it is found later on that the name

ought not to have been allowed under provisions of section 20 of the Companies Act read

with these Guidelines, the professional shall also be liable for penal action under

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provisions of the Companies Act, 1956 in addition to the penal action under Regulations

of respective professional Institutes.

(iii) Where e-form 1A has not been certified by the professional, the proposed name will

be processed at the back end office of ROC and availability or non availability of name

will be communicated to the applicant.

5. The name, if made available, is liable to be withdrawn anytime before registration of the

company, if it is found later on that the name ought not to have been allowed. However,

ROC will pass a specific order giving reasons for withdrawal of name, with an opportunity

to the applicant of being heard, before withdrawal of such name.

6. The name, if made available to the applicant, shall be reserved for sixty days from the

date of approval. If, the proposed company has not been incorporated within such period,

the name shall be lapsed and will be available for other applicants.

7. Even after incorporation of the company, the Central Government has the power to

direct the company to change the name under section 22 of the Companies Act, 1956, if it

comes to his notice or is brought to his notice through an application that the name too

nearly resembles that of another existing company or a registered trademark.

8. In determining whether a proposed name is identical with another, the following shall

be disregarded:

(i) The words Private, Pvt, Pvt., (P), Limited, Ltd, Ltd., LLP, Limited Liability

Partnership;

(ii) The words appearing at the end of the names – company, and company, co., co,

corporation, corp, corpn, corp.;

(iii) The plural version of any of the words appearing in the name;

(iv) The type and case of letters, spacing between letters and punctuation marks;

(v) Joining words together or separating the words, as this does not make a name

distinguishable from a name that uses the similar, separated or joined words. Such as

Ram Nath Enterprises Pvt. Ltd. will be considered as similar to Ramnath Enterprises

Pvt. Ltd.;

(vi) The use of a different tense or number of the same word, as this does not

distinguish one name from another. Such as, Excellent Industries will be similar to

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Excellence Industries and similarly Teen Murti Exports Pvt. Ltd. will be to Three

Murti Exports Pvt. Ltd.;

(vii) Using different phonetic spellings or spelling variations, as this does not

distinguish one name from another. For example, J.K. Industries limited is existing

then J and K Industries or Jay Kay Industries or J n K Industries or J & K Industries

will not be allowed. Similarly if a name contains numeric character like 3, resemblance

shall be checked with ‘Three’ also;

(viii) The addition of an internet related designation, such as .COM, .NET, .EDU,

.GOV, .ORG, .IN, as this does not make a name distinguishable from another, even

where (.) is written as ‘dot’;

(ix) The addition of words like New, Modern, Nav, Shri, Sri, Shree, Sree, Om, Jai, Sai,

The, etc., as this does not make a name distinguishable from an existing name such as

New Bata Shoe Company, Nav Bharat Electronic etc. 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. For example, ‘Unique Marbles Delhi Limited’ can not

be allowed if ‘Unique Marbles Limited’ is already existing;

Such names may be allowed only if no objection from the existing company by way of

Board resolution is produced/ submitted;

(x) Different combination of the same words, as this 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” should not be allowed;

(xi) Exact Hindi translation of the name of an existing company in English especially

an existing company with a reputation. For example, Hindustan Steel Industries Ltd.

will not be allowed if there exists a company with name ‘Hindustan Ispat Udyog

Limited’;

9. In addition to above, the user shall also adhere to following guidelines: --

(i) It is not necessary that the proposed name should be indicative of the main object.;

(ii) If the Company’s main business is finance, housing finance, chit fund, leasing,

investments, securities or combination thereof, such name shall not be allowed unless

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the name is indicative of such related financial activities, viz., Chit Fund/ Investment/

Loan, etc.;

(iii) If it includes the words indicative of a separate type of business constitution or

legal person or any connotation thereof, the same shall not be allowed. For eg: cooperative,

sehkari, trust, LLP, partnership, society, proprietor, HUF, firm, Inc., PLC,

GmbH, SA, PTE, Sdn, AG etc.;

(iv) Abbreviated name such as ‘BERD limited’ or ‘23K limited’ cannot be given to a

new company. However the companies well known in their respective field by

abbreviated names are allowed to change their names to abbreviation of their existing

name (for Delhi Cloth Mills limited to DCM Limited, Hindustan Machine Tools

limited to HMT limited) after following the requirement of Section 21 of the

Companies Act, 1956. Further, if the name is only a general one like Cotton

Textile Mills Ltd., or Silk Manufacturing Ltd., and not specific like Calcutta

Cotton Textiles Mills Limited or Lakshmi Silk Manufacturing Company Limited, the

same shall not be allowed;

(v) If the proposed name is identical to the name of a company dissolved as a result of

liquidation proceeding should not be allowed for a period of 2 years from the date of

such dissolution since the dissolution of the company could be declared void within

the period aforesaid by an order of the Court under section 559 of the Act. Moreover,

if the proposed name is identical with the name of a company which is struck off in

pursuance of action under section 560 of the Act, then the same shall not be allowed

before the expiry of 20 years from the publication in the Official Gazette being so

struck off since the company can be restored anytime within such period by the

competent authority;

(vi) If the proposed names include words such as ‘Insurance’ , ‘Bank’ , ‘Stock

Exchange’ , ‘Venture Capital’ , ‘Asset Management’ , ‘Nidhi’ , ‘Mutual fund’ etc., the

name may be allowed with a declaration by the applicant that the requirements

mandated by the respective Act/ regulator, such as IRDA, RBI, SEBI, MCA etc. have

been complied with by the applicant;

(vii) If the proposed name includes the word “ State” , the same shall be allowed only in

case the company is a government company. Also, if the proposed name is containing

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only the name of a continent, country, state, city such as Asia limited, Germany

Limited, Haryana Limited, Mysore Limited, the same shall not be allowed;

(viii) If the proposed name contains any word or expression which is likely to give the

impression that the company is in any way connected with, or having the patronage of,

the Central Government, any State Government, or any local authority, corporation or

body constituted by the Central or any State Government under any law for the time in

force, unless the previous approval of Central Government has been obtained for the

use of any such word or expression;

(ix) If a foreign company is incorporating its subsidiary company, 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;

(x) Change of name shall not be allowed to a company which is defaulting in filing its

due Annual Returns or Balance Sheets or which has defaulted in repayment of matured

deposits and debentures and/or interest thereon;

10. These guidelines and revised e-form 1A are likely to be implemented with effect

from 24th July, 2011.

11. This issues with the approval of competent authority.

Yours faithfully,

-Sd/-

(Monika Gupta)

Assistant Director

Copy to: All concerned.