COMPANIES (INCORPORATION) FIFTH AMENDMENT RULES, 2021
The Ministry of Corporate Affairs (MCA) vide Notification dated 22nd July 2021, has issued ‘Companies (Incorporation) Fifth Amendment Rules, 2021’ (hereinafter referred to as “Fifth Amendment Rules”) to further amend the Companies (Incorporation) Rules, 2014.
The Fifth Amendment Rules:
- Inserts new- Rule 33 A – Allotment of a new name to the existing company under section 16(3) of The Companies Act, 2013 (“Act”).
- Adds a new form – form no. INC-11C (fresh certificate of incorporation issued by the registrar )
- They shall come into force from the 1st September 2021.
As per Section 16 (3) of the Act, if a company is in default in complying with any direction given under Section 16(1), then:
- the Central Government shall allot a new name to the company; 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:
- Also nothing in this subsection shall prevent a company from subsequently changing its name in accordance with the provisions of section 13. Section 13 of the Act mentions about the alteration of memorandum and also provisions of change of name of the Company
Other provisions of Section 16 of the Act:
“16. (1) If, through inadvertence or otherwise, a company on its first registration or on its registration by a new name, is registered by a name which,—
(a) in the opinion of the Central Government, is identical with or too nearly resembles the name by which a company in existence had been previously registered, whether under this Act or any 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 3 months from the issue of such direction, after adopting an ordinary resolution for the purpose;
(b) 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 3 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 15 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.”
As per Rule 33 A of the Fifth Amendment Rules, In case a Company fails to change its name or new name, in accordance with the direction issued under Section 16(1) of the Act within a period of 3 months from the date of issue of such direction, the letters
- “ORDNC”(Order of Regional Director Not Complied),
- the year of passing of the direction,
- the serial number and
- the CIN
shall become the new name of the company and the Registrar shall accordingly make entry of the new name in the register of Companies and issue a fresh certificate of incorporation in form no. INC-11C.
This shall not apply if 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.
A company whose name has been changed as above shall at once make necessary compliance with the provisions of section 12 of the Act and 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 the company, wherever its name is printed, affixed or engraved
Further, no such statement shall be required to be mentioned in case the company subsequently changes its name in accordance with the provisions of section 13 of the Act
The MCA notification can be accessed at https://www.mca.gov.in/bin/dms/getdocument?mds=xBAsF0oY7R3foZZqFw4y0A%253D%253D&type=open
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