MoA & AoA
Name Clause
mentioned under Section 4(1)(a)
company to have its own name so as to establish its separate identity.
in fact is the first clause in the MoA.
name - a symbol of its independent corporate existence
Section 4(2)
no name a company shall be: -
identical with any other company that is in existence or has been incorporated
under the previous companies law or,
used in such a manner that it results in an offence under the Indian law
undesirable in the opinion of the government.
Section 4 (3)
no company shall be registered with such a name that consists of: -
any name that indicates a connection with CG, SG, or any local authority
MoA & AoA 1
, such other name as may be prescribed, unless the approval or consent of the
government has been attained.
Section 4 (4)
the person making the application in form INC-1, pay prescribed fee for the
reservation of the name of the company for
the name of the proposed company
the name of the company that has to be renamed
Section 4(5)
after reserving the name of the company, the Registrar may reserve the name of the
company for 20 days.
company is not allowed to use a name which is prohibited under Emblems and Names
Act.
Registrar must make preliminary enquiries to ensure that the name allowed by him is not
misleading or deceiving with reference to the Object Clauses of MoA.
the said rule also applies to foreign companies whose goods are imported into the
country.
power of CG to rectify name?
U/s 16 the CG is empowered to direct the company to rectify the name of the
company if it has been registered with a name which is identical to an existing
company
within how many months the name has to be changed, if identical?
3 months, by passing an ordinary resolution
if company changes name, within how many days such change shall be made?
within 15 days from the date of a change, and a notice shall be given to the
Registrar
the company shall also carry out necessary changes in the certificate of
incorporation and the memorandum.
U/s 16 the CG can also order for rectification of name where it infringes on a
registered trademark
MoA & AoA 2
, within how many months shall the name of the company be changed, if infringing
trademark?
6 months after there has been an issuance of a direction, only after passing an
ordinary resolution for the purpose.
within how many years an application has to be made if the name is infringing
trademark?
3 years from the date of incorporation or the registration or change of name of
the company
A person cannot be permitted to name a company even after his personal name if that
name resembles the name of an existing company. (K.G. Khosla Compressors Ltd. v.
Khosla Extractions Ltd)
Name clause is governed by Rule 8 Companies (Incorporation) Rules, 2014.
name to be undesirable, if:
it attracts Section 3 of Emblems and Names Act.
infringes trademark
words that are offensive to people
resembles name of an existing company, etc.
proposed name includes ‘British India’
it includes name that implies association with a foreign embassy
Cases
Ewing v. Buttercup Margarine
plaintiff’s company name → Ewing Buttercup Dairy co.; injunction was
allowed as it was felt that the business were in the same line
Society of Motor Manufacturers and Traders v. Motor Manufacturers and Traders
Mutual Assurance Ltd.
Executive Board of Methodist Church of India v. Union of India.
Dunlop Tyre Company Limited v. Dunlop Motor Company Limited.
MoA & AoA 3
Name Clause
mentioned under Section 4(1)(a)
company to have its own name so as to establish its separate identity.
in fact is the first clause in the MoA.
name - a symbol of its independent corporate existence
Section 4(2)
no name a company shall be: -
identical with any other company that is in existence or has been incorporated
under the previous companies law or,
used in such a manner that it results in an offence under the Indian law
undesirable in the opinion of the government.
Section 4 (3)
no company shall be registered with such a name that consists of: -
any name that indicates a connection with CG, SG, or any local authority
MoA & AoA 1
, such other name as may be prescribed, unless the approval or consent of the
government has been attained.
Section 4 (4)
the person making the application in form INC-1, pay prescribed fee for the
reservation of the name of the company for
the name of the proposed company
the name of the company that has to be renamed
Section 4(5)
after reserving the name of the company, the Registrar may reserve the name of the
company for 20 days.
company is not allowed to use a name which is prohibited under Emblems and Names
Act.
Registrar must make preliminary enquiries to ensure that the name allowed by him is not
misleading or deceiving with reference to the Object Clauses of MoA.
the said rule also applies to foreign companies whose goods are imported into the
country.
power of CG to rectify name?
U/s 16 the CG is empowered to direct the company to rectify the name of the
company if it has been registered with a name which is identical to an existing
company
within how many months the name has to be changed, if identical?
3 months, by passing an ordinary resolution
if company changes name, within how many days such change shall be made?
within 15 days from the date of a change, and a notice shall be given to the
Registrar
the company shall also carry out necessary changes in the certificate of
incorporation and the memorandum.
U/s 16 the CG can also order for rectification of name where it infringes on a
registered trademark
MoA & AoA 2
, within how many months shall the name of the company be changed, if infringing
trademark?
6 months after there has been an issuance of a direction, only after passing an
ordinary resolution for the purpose.
within how many years an application has to be made if the name is infringing
trademark?
3 years from the date of incorporation or the registration or change of name of
the company
A person cannot be permitted to name a company even after his personal name if that
name resembles the name of an existing company. (K.G. Khosla Compressors Ltd. v.
Khosla Extractions Ltd)
Name clause is governed by Rule 8 Companies (Incorporation) Rules, 2014.
name to be undesirable, if:
it attracts Section 3 of Emblems and Names Act.
infringes trademark
words that are offensive to people
resembles name of an existing company, etc.
proposed name includes ‘British India’
it includes name that implies association with a foreign embassy
Cases
Ewing v. Buttercup Margarine
plaintiff’s company name → Ewing Buttercup Dairy co.; injunction was
allowed as it was felt that the business were in the same line
Society of Motor Manufacturers and Traders v. Motor Manufacturers and Traders
Mutual Assurance Ltd.
Executive Board of Methodist Church of India v. Union of India.
Dunlop Tyre Company Limited v. Dunlop Motor Company Limited.
MoA & AoA 3
