Advisory Note on Name Reservation and Incorporation

Advisory Note on Name Reservation and Incorporation of Companies and LLPs

Table of Contents

1. Similarity Check for Name Reservation of Company / LLP

Applicants must ensure that the proposed name is unique, distinctive, and clearly distinguishable from existing company or LLP names. A name may be rejected if it closely resembles an existing name in spelling, pronunciation, or overall impression.

Illustrative Examples of Rejected Names

NOC Does Not Override Similarity Rules

Even if a No Objection Certificate (NOC) is provided by an existing entity, the name may still be rejected if it is considered identical or deceptively similar.

Examples

Time Restrictions on Use of Certain Names

Certain names cannot be reused within specific time limits.

Avoid Use of Well-Known Abbreviations

Certain commonly recognized abbreviations linked with well-known organizations should not be used.

Examples:

• NHDC – National Handloom Development Corporation Limited
• BRICS – Intergovernmental organisation comprising Brazil, Russia, India, China, South Africa and others.

2. Clarifications Regarding Name Reservation

Regulated Words in Company or LLP Name

Certain words require prior approval from regulatory authorities.

Where the words Architect / Architecture appear only in the objects clause, approval is not required as per a Delhi High Court ruling.

Words Requiring Proof of Association

Where the name contains:

• names of foreign countries or cities (e.g., Italy, Shanghai), or
• nationality descriptors (e.g., French, British, German),

supporting evidence such as business collaboration agreements, MOUs, or other documents must be provided.

Use of Specific Terms

• The term “Nidhi Limited” may be used only by companies recognized under Section 406 of the Companies Act.
• Section 8 companies must use names that reflect their non-profit character, such as:
  • Foundation
  • Association
  • Federation
  • Council
  • Forum
  • Institute
  • Mission
  • Centre
  • Mandal

Prohibited Name Elements

A proposed name shall not:

• create the impression of government patronage
• differ only by singular or plural form
• differ only by tense or grammatical variation
• rearrange words of an existing name
• be a translation of an existing name
• contain offensive words

Names should also avoid expressions such as:

• Co-operative
• Trust
• Society
• Partnership
• HUF
• Proprietor
• Firm
• Inc., PLC, GmbH, AG, etc.

Additionally:

• “British India” is not permitted.
• “State” cannot be used unless the entity is a government company.

Finance-Related Names and Objects

The name and business objects must be consistent.

Importance of Distinctive Elements

The proposed name should contain an additional distinguishing element that differentiates it from existing names.

Example:

3. Trademark Guidance for Name Reservation

Before applying for name reservation, applicants should conduct a trademark search.

Recommended steps:

1. Compare the proposed name with registered trademarks.
2. Verify whether the relevant Trademark Class corresponds with the NIC Code.
3. Ensure that a similar registered trademark does not exist for the same business activity.

Example

Proposed Name: Bharti Projects Private Limited

If NIC code 43309 corresponds to Trademark Class 37, and the word “Bharti” is already registered in that class by Bharti Enterprises (Holding) Private Limited, the applicant must obtain an NOC from the trademark owner.

Government-Reserved NIC Codes

Applicants should avoid NIC codes associated with government functions, particularly those beginning with 84, such as:

• Public Administration
• Defence
• Compulsory Social Security
• Healthcare Regulation

These codes require documentary evidence of collaboration with government authorities.

Additional Points

• NIC code and objects clause must be consistent.
• The first NIC code selected becomes the main activity and forms part of the CIN.

Trademark Type Consideration

Only Registered Word Mark trademarks are considered during name examination.

Where NOC is submitted:

• It must be digitally signed by the trademark holder or authorized signatory.
• It should mention the trademark class and application number.
• PAN copy of the trademark owner is not required.

4. Acceptable Documents for Registered Office Address

The following requirements apply when providing registered office proof:

1. NOC from the premises owner must be provided.
2. Utility bill used as address proof should not be older than two months.
3. For co-working or sub-lease arrangements, both agreements must be submitted:
   • agreement with the co-working operator
   • agreement between operator and property owner.

Additional requirements:

• Rent or lease agreements must be valid and current.
• Documents in regional languages must be translated into English or Hindi and certified by a professional.
• The registered office address must match exactly across all submitted documents.

In rural areas where the address is incomplete, the address may begin with:

“C/o [Name of Owner or Occupant]” followed by the detailed address from supporting documents.

5. Important Considerations for Incorporation of a Company

Applicants should ensure the following:

• Authorized capital and subscribed capital information must be consistent across all forms and MOA details.
• DIN applications filed through SPICe+ are dependent on approval of SPICe+ Part B.
• Section 8 companies cannot include micro-finance objects.
• Section 8 companies cannot distribute dividends; profits must be applied exclusively for their objectives.
• Objects relating to registered valuers require proof that directors are registered valuers.
• Businesses involving pyramid schemes, chain marketing, or money circulation schemes are prohibited.
• Banking or insurance activities require regulatory declarations.

Additional compliance requirements:

• OPCs cannot undertake NBFC activities.
• Only DINs with approved status can be used.
• Documents containing copied or tampered signatures may attract penalties.

6. Important Considerations for Incorporation of LLP

Key requirements include:

• Form 9 must be submitted for consent of designated partners.
• Subscriber sheet must be properly signed, witnessed, and dated.
• Documents executed outside India must be notarized and apostilled or consularised.
• For conversion of company to LLP, shareholding details must match regulatory filings.
• Contributions involving assets or services must be valued by a Chartered Accountant, Cost Accountant, or approved valuer.

7. Key Aspects for Change of Name of Existing Company / LLP

• Board resolution for name change must be issued on official letterhead and include details of directors and DIN.
• LLP name change requires consent of all partners and designated partners.
• Even minor modifications in name require name approval through RUN form.

Example

8. Reference Scenarios for Subscribers / Directors

Documentation requirements vary depending on:

• nationality
• place of residence
• location where documents are signed.

Where documents are executed outside India, they must be notarized and apostilled or consularised.

Foreign nationals signing documents in India must provide:

• Business Visa or OCI
• Passport with immigration stamps

9. Relevant Legal Framework

Companies Act, 2013

• Chapter II – Incorporation of Company (Sections 3–22)
• Companies (Incorporation) Rules, 2014

Limited Liability Partnership Act, 2008

• Chapter III – Incorporation of LLP (Sections 11–21)
• LLP Rules, 2009

Other Applicable Laws

• Trade Marks Act, 1999
• Emblems and Names (Prevention of Improper Use) Act, 1950
• Electoral Trusts Scheme, 2013

National Industrial Classification (NIC)

https://www.mospi.gov.in/sites/default/files/main_menu/national_industrial_classification/nic_2008_17apr09.pdf

Source

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