General Circular No. 45/2011 No 17/90/2011- CL V Government of India Ministry of Corporate Affairs for NAME AVAILABILITY GUIDELINES, 2011

In supersession 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) 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.

  (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 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 pplicant 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 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.

Please read the complete article at Company Name Availabilibity Guidelines India