# Name Clause — The First Clause of the MOA

## What does this clause do?

The first clause of the memorandum states the name by which a company is to be known.

This is more than a label — it is the legal identity of the company. The company will contract, sue and be sued, and own property in this name.

## Statutory Restrictions on Name

### 1. Not Identical / Too Nearly Resembling an Existing Company

A company's name shall not be identical with, or too nearly resemble, the name of an existing company. The objective is to prevent passing-off, public confusion and trade name disputes.

### 2. Not Undesirable in the Opinion of the Central Government

No company shall have a name which, in the opinion of the Central Government, is undesirable.

### 3. Not Constituting an Offence

The name should not be such that its use by the company would constitute an offence under any law.

### 4. Not Misleading the Public

The overarching object is to prevent use of a name likely to mislead the public.

Example: A company will not be allowed to use a name prohibited under the Emblems and Names (Prevention of Improper Use) Act, 1950 — e.g., names suggesting connection with the United Nations, World Health Organisation, the President of India, etc.

### 5. Words Suggesting Government Connection (Need Prior Approval)

Unless prior approval of the Central Government is obtained, a company shall not be registered with a name which:

Contains any word or expression suggesting connection with the Government or State patronage, or
Contains any prescribed word or expression.

## Prescribed Words Needing Prior Central Government Approval

The following words and combinations thereof shall not be used in the name of a company unless prior approval of the Central Government has been obtained:

Group	Words
Governmental bodies	Board; Commission; Authority; Undertaking; Bureau
National / Federal references	National; Union; Central; Federal; Republic
Constitutional offices	President; Rashtrapati; Prime Minister; Chief Minister; Minister; Governor
Industry / Government schemes	Small Scale Industries; Khadi and Village Industries Corporation; Financial Corporation and the like; Forest Corporation; Development Scheme; Development Authority
Civic / Judicial bodies	Municipal; Court; Judiciary
Other sensitive words	Nation; Statute / Statutory; the word Scheme with the name of Government(s), State, India, Bharat or any Government authority, or in any manner resembling schemes launched by Central, State or local Governments and authorities

## Practical Workflow for Naming a Company

```

1. Check Trademark Registry (avoid TM conflicts)

│

2. Check MCA portal RUN/SPICe+ for similar names

│

3. Check Emblems Act 1950 list

│

4. Does the name contain any 'restricted' word?

│── YES → apply for prior Central Govt approval

│── NO → proceed to file SPICe+ Part A

│

5. Approval → name reserved (20 days)

│

6. File incorporation forms within reservation period

```

Worked example

### Example 1

Example — Too closely resembling: A new company applies for the name 'INFOSIS LIMITED' (note the spelling). The Registrar may reject this name as it is too close to 'Infosys Limited' and likely to mislead the public.

### Example 2

Example — Restricted word: Promoters wish to incorporate a company with the name 'National Power Authority Limited'. The name contains two restricted words — National and Authority. Registration cannot proceed unless the prior approval of the Central Government is obtained.

### Example 3

Example — Emblems Act: A start-up tries to incorporate as 'UN Health Solutions Pvt Ltd'. The use of 'UN' (suggesting United Nations) is prohibited under the Emblems and Names (Prevention of Improper Use) Act, 1950. The name will be refused.

### Example 4

Example — Offence under another law: A company is sought to be named 'Cobra Whisky Distillers Ltd' in a state where 'Cobra' is a registered trademark of another beverage company. Using the name may amount to an offence under trademark/passing-off laws — the Registrar will refuse it.

⚠️ Common exam mistakes

Thinking that mere phonetic variation is enough to avoid resemblance. Names that are phonetically or visually similar can still be rejected (e.g., Infosys vs Infosis).
Believing that approval from the Trademark Registry alone is sufficient. The Registrar applies a separate test under the Companies Act and Rules — both must be satisfied.
Forgetting that the restricted words list is illustrative and that prior Central Government approval is mandatory before using them.
Confusing 'undesirable name' with 'inactive name'. Undesirable is judged at the time of name reservation; inactive relates to companies that have not commenced business.
Assuming companies with the word 'India' in their name automatically need Central Government approval. Use of India is regulated under specific Rules — typically requires meeting paid-up capital thresholds, not always Central Government approval.

Bare-Act text Section 4(2) and 4(3); Rule 8 of the Companies (Incorporation) Rules, 2014 · Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014 · click to expand

Section 4(2) — The name stated in the memorandum shall not— (a) be identical with or resemble too nearly to the name of an existing company registered under this Act or any previous company law; or (b) be such that its use by the company— (i) will constitute an offence under any law for the time being in force; or (ii) is undesirable in the opinion of the Central Government. Section 4(3) — Without prejudice to the provisions of sub-section (2), a company shall not be registered with a name which contains— (a) any word or expression which is likely to give the impression that the company is in any way connected with, or having the patronage of, the Central Government, any State Government, or any local authority, corporation or body constituted by the Central Government or any State Government under any law for the time being in force; or (b) such word or expression, as may be prescribed, unless the previous approval of the Central Government has been obtained for the use of any such word or expression.

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Name Clause of the Memorandum

Worked example

⚠️ Common exam mistakes