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The company is a separate legal entity and it is recognized with the legal name from which they can operate its business and can create an identity in the marketplace. The name of the company is defined under Section 4 of the companies Act, 2013 under Name Clause of Memorandum of Association of the Company. The name of a private company must have the word “Private Limited” and the name of Public Limited Company must have the words “Limited” and similarly the name of one person company must contain the word OPC in its name. The name of company should not be identical with the other company it should be unique and should not contain any name which is prohibited in the provisions of the Companies Act, 2013.
What is Name of the Company as per companies Act, 2013?
In the today’s World the unique and distinct name must be compulsory for every company which wants to start a new business. In the process of new company incorporation, the most important step is to decide a name that is unique and which will give recognition to the company For doing any type of business company must have some unique name by which it can be identified. A unique name of company must be reserved as per Rule 8 of Companies Incorporation Rules 2014 and in accordance with the guidelines as per Companies Act 2013. The name of the company it is the legal identity of the company by which it can do business. Without any name no one can recognize the company. The company must have a unique and different name so that anyone can recognize it and can deal with it. For registering the name of the company the company has to follow some provisions of the companies Act, 2013.
Procedure for Name Reservation as per companies Act, 2013 via Spice+Part A
To incorporate a new company, a unique name of company shall be reserved with Ministry of Corporate Affairs (MCA). A unique name of company must be reserved as per Rule 8 of Companies Incorporation Rules 2014 and in accordance with the guidelines as per Companies Act 2013.
Before applying for Name you have to check whether the name is available or not by using MCA Check company name availability service then after we need to check whether ay trademark is registered on the proposed name
Details required to filed in SPICe+ Part A
- Type of Company
- Class of Company
- Category of Company
- Sub-category of Company
- Main division of Industrial activity
- Particulars of Proposed Names
- NOC or any Optional attachments required.
For reservation of a unique name the following procedure needs to follow:
Step1: Login to MCA Portal
For applying the name reservation you have to first registered on MCA portal and fill the Form SPICe+ Part A
Step 2: Documentation
For name reservation no documents is required but if any information is required we have to attach a pdf by giving that information.
Step 3: Filing of Web-Based Application
As per the MCA amendments if the name is reserved for incorporation of a new company then a
- New Spice+ Part A form can be filed to make a reservation of company name.
- For a change in name for an existing company; file a RUN Form by MCA.
If the name reservation is for LLP then file the RUNLLP form.
Step 4: Payment of Fees After filing the form Form SPICe+ Part A
For a Private Limited Company is Rs. 1000/- and for a Limited Liability Partnership is Rs. 200/-. This fee is non-refundable. After payment SRN will generate for further processing.
Step 5: Approval or Resubmission of Name
After successful submission of Form SPICe+ Part A the MCA will process the application and it takes 2-3 working days to proceed. MCA will approve the name if it finds that the name is unique and different from other company and not desirable and issue the name approval letter and if MCA not approve the name then it will inform to the registered e-mail ID that the form is under resubmission. After receiving the mail you have to resubmit it within the time if it is not done within the time then it leads to reject the application. MCA provide the second chance to resubmit the application and if in the second chance it will also get rejected then you have to file fresh application.
Validity
As per section 4(5) of the companies act, 2013 the approved name will be reserved for 20 days from the date of approval and the applicant shall file the form within that period otherwise the approved name will get expired failure of this leads to file fresh application for name approval. As per the latest amendments MCA insert new rule 9A as per this if MCA provide an opportunity to extend the period of 20 days by making an additional payment of Rs. 1000/- MCA will provide the additional time of 20 days. You can take first 20 days extension and can reserved the name for the total of 40 days and before the expiry of 40 days you can take additional 20days by making the one time more payment of Rs. 1000/- will are seeking additional 20 days extension making the total of 60 days of name reservation.
What are the MCA guidelines for name reservation?
The name of a company should be:
- Undesirable and Unique.
- Name should contain the word that can identify the objective of the company.
- In accordance with the provisions and rules of the companies act, 2013.
What things you should keep in mind for Company Name Reservation?
In the process of deciding the name of the company the following things should be kept in mind that the :
- Name of the company should not be same, similar, identical or resembling to the name of an existing Company or LLP registered.
- Name of the company should not be identical to a registered trade mark
- The name under an offense under of any law
- The name should not be undesirable
- The name should not contain any word which is connected to the state/central government otherwise the permission from the government should be obtained.
- If a company’s name is not related to the activities of the company then the name is not provided.
What is the process after approval from MCA for Name Reservation
The name reservation application can be applied in Part A of SPICe + form. After the approval receives from the MCA the name will reserved for 20 days. The applicant will submit the remaining documents to complete the process. The applicant shall file the form for incorporation within the period so that the name reserve will not expire. If it fails to do so then the name will be expire and the applicant have to file the form with the additional fee.
How to take Extension of reservation of company name?
As per the latest MCA notification dated 24.12.2020, the name reservation extension provided by the MCA. As per the latest amendments MCA insert new rule 9A as per this if MCA provide an opportunity to extend the period of 20 days by making an additional payment of Rs. 1000/- MCA will provide the additional time of 20 days. After payment of required fees as mentioned under the MCA shall extend the period of a name reserved:
| Extension beyond 20 days | Total Days after extension | Fees to be paid in addition of Rs. 1000 | When to make an application |
| 20 Days | 40 Days | Rs. 1000 | Before the expiry of 20 days from date of approval |
| 40 Days | 60 Days | Rs. 2000 | Before the expiry of 40 days from date of approval |
| 40 Days | 60 Days | Rs. 3000 | Before the expiry of 20 days from date of approval |
Is it allowed to Change the Name of a Company?
The company can change its name after getting prior approval of its shareholder in the general meeting as per the section 13 of the Companies Act, 2013.. After the approval received it is required to alter the Memorandum of Association of the company.
Following are the condition in which the name change is not possible:
- If the company has defaulted to file its annual returns or accounts or any document that was supposed to be filed with ROC.
- If the company has defaulted in repayment of matured deposits/ debentures or interest on deposits/debentures.
Checking name availability
The name availability of the company will be check by filing the form INC-1 to the Registrar. After receiving the approval from the ROC for name availability the company will proceed further.
Process to Change name of the company:
After an approval is received from ROC for availability of name change, the company will proceed with the name change as per the following procedure:
Step 1: Convene the Board Meeting
The board meeting of the Board of directors of the company will be convened and the directors shall discuss and approve the name change of the company and pass the board resolution for approving the name change of the company.
Step 2: File e-from RUN (“Reserve Unique Name”) with ROC
After receiving the approval from the board of directors thee-form RUN will be filed with the ROC along with the Copy of Board Resolution.
Step 3: Name Approval Certificate from ROC
After receiving the E-from RUN the ROC shall issue the Name approval Certificate if there is no objection in the proposed name otherwise the ROC will send the form for resubmission.
Step 4: Convene the General Meeting
After the proposed name is approved by the ROC, the company shall convene the general meeting of the shareholders by passing the special resolution and pass the required form. Step 4: Alteration of Memorandum of Association and Articles of Association.
The company will also require to alter the Memorandum of Association and Articles of Association to give effect the name change of the company.
Step 5: File Form MGT-14 :
After passing the special resolution in the shareholders meeting the company will file the form MGT-14 within 30days of passing the special resolution along with the following documents:
- Special Resolutions passed in the meeting
- Copy of the Notice along with Explanatory Statements
- Altered Copy of MOA & AOA
- Attendance Sheet
- Shorter Notice Consent, if any
Step 6: File Form INC – 24 for taking approval of Central Government
After filing the Form MGT-14 it is required to take the approval of Central government for which the Form INC-24 is required to file within 30 days of passing of Special Resolution along with the following documents:
- Notice along with Explanatory Statements
- Certified True Copy of Special Resolution
- Altered MOA & AOA
- Minutes of General Meeting.
Step 7: Issuance of New certificate
After taking the approval from the Central government in Form INC-24 the ROC will issue the new Certificate of name change of the Company.
Conclusion
So, in this article we read about the all the provisions of Name of the company from taking new name of the company at the time of incorporation and how to change name of the company if required. The company should check the name availability and have to applied the name with the ROC and follow all the rules and guidelines so that the name will not get reject from the MCA.
