4. (1) The memorandum of a company
shall state—
(a) 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:
Provided that
nothing in this clause shall apply to a company registered under section 8;
(b) the State in which the
registered office of the company is to be situated;
(c) the objects for which the
company is proposed to be incorporated and any matter considered necessary in furtherance
thereof;
(d) the liability of members of the company,
whether limited or unlimited, and also state
(i) in the case of a company
limited by shares, that liability of its members is limited to the amount
unpaid, if any, on the shares held by them; and
(ii) in the case of a company
limited by guarantee, the amount up to which each member undertakes to
contribute—
(A) to the assets of the
company in the event of its being wound-up while he is a member or within one
year after he ceases to be a member, for payment of the debts and liabilities
of the company or of such debts and liabilities as may have been contracted
before he ceases to be a member, as the case may be; and
(B) to the costs, charges and
expenses of winding-up and for adjustment of the rights of the contributories
among themselves;
(e) in the case of a company
having a share capital,—
(i) the amount of share
capital with which the company is to be registered and the division thereof
into shares of a fixed amount and the number of shares which the subscribers to
the memorandum agree to subscribe which shall not be less than one share; and
(ii) the number of shares each
subscriber to the memorandum intends to take, indicated opposite his name;
(
f) in the case of One Person
Company, the name of the person who in the event of death of the subscriber
shall become the member of the company.
(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.
(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.
(4) A person may make an application, in
such form and manner and accompanied by such fee, as may be prescribed, to the
Registrar for the reservation of a name set out in the application as—
(a) the name of the proposed
company; or
(b) the name to which the
company proposes to change its name.
(5)(i) Upon receipt of an
application under sub-section (4), the Registrar may, on the basis of
information and documents furnished along with the application, reserve the
name for a period of sixty days from the date of the application.
(ii) Where after reservation of
name under clause (i), it is found that name was applied by furnishing
wrong or incorrect information, then,—
(a) if the company has not
been incorporated, the reserved name shall be cancelled and the person making
application under sub-section (4) shall be liable to a penalty which may extend
to one lakh rupees;
(b) if the company has been
incorporated, the Registrar may, after giving the company an opportunity of
being heard—
(i) either direct the company
to change its name within a period of three months, after passing an ordinary
resolution;
(ii) take action for striking
off the name of the company from the register of companies; or
(iii) make a petition for
winding up of the company.
(6) The memorandum of a company shall be
in respective forms specified in Tables A, B, C, D and E in Schedule I as may
be applicable to such company.
(7) Any provision in the memorandum or
articles, in the case of a company limited by guarantee and not having a share
capital, purporting to give any person a right to participate in the divisible
profits of the company otherwise than as a member, shall be void.