What is in name? Everyone had said it sometimes in life. Here, I am discussing what is in display of name.
Every professional practicing Corporate Law, selecting a name is rather a complex issue. When promoters select name for proposed company or a company try to change its name, there is complex rules. Rule 8 of the Companies (Incorporation) Rules, 2014 list undesirable names. Thereafter, a promoters or company, as the case may be, have to reserve selected name before further steps. All these are not within scope of this post.
Noun Object Private Limited (OPC)
Recently, when Registrar of Companies issued a Certificate of Incorporation for a One Person Company. A question was raised whether name as appeared on Certificate is correct and proper or not? How company will present this name to public, as it appear on certificate or in some other manner.
Section 4(1)(a) of the Act say that the name of the company with the last word “Limited” in the case of a public limited company, or the last words “Private Limited” in the case of a private limited company. Accordingly name of a One Person Company shall end with word “Private Limited”.
Noun Object Private Limited / Noun Object Limited
In case, an RoC or Company consider “One Person Company” as part of name, the term OPC must come before word “Private Limited”. But “One Person Company” may not be an object forming Second word of company name as well a noun forming first name of company name, name of the company do not essentially contain words “One Person Company”.
Noun Object (OPC) Private Limited /
Noun Object Private Limited (OPC)
Second Proviso to sub – section (3) of Section 12 of the Act say, that the words ‘‘One Person Company’’ shall be mentioned in brackets below the name of such company, wherever its name is printed, affixed or engraved.
Noun Object Private Limited
(One Person Company)
Now, term “below” needs interpretation, may be judicial one. When a company or Registrar for non – availability of space wrote words “after” not “below” the name; Whether this will constitute violation of this proviso? Sub – section (3) of Section 12 applies to Companies not to Registrars.
Name of a One Person Company shall only be “Noun Object Private limited” with descriptive words “One Person Company” below the name whenever it is written by the company in compliance with requirement to Section 12(3).
Sub – section (3) of Section 12 say, Every company shall—
(a) paint or affix its name, and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in legible letters, and if the characters employed therefore are not those of the language or of one of the languages in general use in that locality, also in the characters of that language or of one of those languages;
(b) have its name engraved in legible characters on its seal;
(c) get its name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses, if any, printed in all its business letters, bill heads, letter papers and in all its notices and other official publications; and
(d) have its name printed on hundies, promissory notes, bills of exchange and such other documents as may be prescribed.
Now question is, how the name of a one person company should be written here and there by the company or anywhere including on Certificate of Incorporation by Registrar or any other person. Law is silent and do not deny any writing methodology for incidents not mentioned in Section 12(3).
As per Sub – Section (8) of Section 12 of the Act, for any default made in complying with the requirement of Proviso to Sub – section (3) of Section 12 is the company and every officer who is in default shall be liable to a penalty of one thousand rupees for every day during which the default continues but not exceeding one lakh rupees.
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