Compulsory Name Change Of Companies. Companies (Incorporation) Fifth Amendment Rules 2021
The Ministry of Corporate Affairs has inserted new provisions regarding compulsory name change of companies, which are not complying with directions issued under section 16 of Companies Act. 2013. If in the opinion of Central Government any new name is identical or too nearly resembles to the name of any existing company registered under this act or under previous company law, it may direct the company to change its name and the company shall change its name or new name, as the case may be, within a period of three months from the issue of such direction, after adopting an ordinary resolution for the purpose.
But number of companies were not following direction issued under section 16 for change of name in prescribed time limit, therefore central government comes with following new rule that will automatically change name of company after prescribed time limit.
· New rule , Rule 33A
· New form i.e. Form no. INC-11C.
The MCA notification vide G.S.R. 503(E) come into force w.e.f 01st of September 2021.
RULE 33A ALLOTMENT OF A NEW NAME TO THE EXISTING COMPANY UNDER SECTION 16(3) OF THE ACT.
In case a company fails to change its name or new name, as the case may be, in accordance with the direction issued under section 16(1) of the Act within a period of three months from the date of issue of such direction, then under the existing name of the company following letters shall be entered:-
· ORDNC(Order of Regional Director Not Complied)
· the year of passing of the direction
· the serial number
· the existing Corporate Identity Number (CIN) of the company
It shall become the new name of the company. The Registrar shall accordingly make entry of the new name in the register of companies.
A fresh certificate of incorporation shall be issued by the Registrar in Form No.INC-11C.
Also in complying with the provisions of section 12 of the Act, the statement, “Order of Regional Director Not Complied (under section 16 of the Companies Act, 2013)” shall be mentioned in brackets below the name of company, wherever its name is printed, affixed or engraved.
Provided that no need to comply with such provisions if the change in name is in accordance with section 13 of the Act.
Provided that nothing contained in sub-rule (1) shall apply in case e-form INC-24 filed by the company is pending for disposal at the expiry of three months from the date of issue of direction by Regional Director, unless the said e-form is subsequently rejected.
SECTION 16 OF THE COMPANIES ACT 2013, (for reference)
(1) If in the opinion of Central Government any new name is identical or too nearly resembles to the name of any existing company registered under this act or under previous company law, it may direct the company to change its name and the company shall change its name or new name, as the case may be, within a period of three months from the issue of such direction, after adopting an ordinary resolution for the purpose.
If on an application by a registered proprietor of a trade mark that the name is identical with or too nearly resembles to a registered trade mark of such proprietor under the Trade Marks Act, 1999, made to the Central Government within three years of incorporation or registration or change of name of the company, whether under this Act or any previous company law, in the opinion of the Central Government, is identical with or too nearly resembles to an existing trade mark, it may direct the company to change its name and the company shall change its name or new name, as the case may be, within a period of three months from the issue of such direction, after adopting an ordinary resolution for the purpose.
(2) Where a company changes its name or obtains a new name under sub-section (1), it shall within a period of fifteen days from the date of such change, give notice of the change to the Registrar along with the order of the Central Government, who shall carry out necessary changes in the certificate of incorporation and the memorandum.
(3) If the company is in default in complying with any of the direction as per sub section(1), the central government allot a new name to the company in such manner as may be prescribed and the Registrar shall enter the new name in the register of companies in place of the old name and issue a fresh certificate of incorporation with the new name, which the company shall use thereafter.
Provided that nothing in this sub-section shall prevent a company from subsequently changing its name in accordance with the provisions of section 13.
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