(1) The memorandum of a company shall state—
- 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;
- the State in which the registered office of the company is to be situated;
- the objects for which the company is proposed to be incorporated and any matter considered necessary in furtherance thereof;
- the liability of members of the company, whether limited or unlimited, and also state,—
- in the case of a company limited by shares, that the liability of its members is limited to the amount unpaid, if any, on the shares held by them; and
- 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;
- in the case of a company having a share capital,—
- the amount of share capital with which the company is to be registered and the division thereof into shares of a fixed amount;
- the number of shares which the subscribers to the memorandum agree to subscribe which shall not be less than one share; and
- 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;
- in the case of One Person Company, the name of the person mentioned in clause (e) of sub-section (1) of section 3 who shall, in the event of the subscriber's death or his incapacity to contract, become the member of the company.
(2) The name stated in the memorandum shall not—
- be identical with or resemble too nearly to the name of an existing company registered under this Act or any previous company law; or
- be such that its use by the company—
- will constitute an offence under any law for the time being in force; or
- 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—
- any word or expression, as may be prescribed; or
- the name of any authority, 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 fees to the Registrar for the reservation of a name set out in the application as the name of the intended company or the name to which the company proposes to change its name.
(5) 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.
(6) Where a company is registered with a name which, in the opinion of the Central Government, is identical with or too nearly resembles the name of an existing company, the Central Government may direct the company to change its name within a period of three months from the issue of such direction, after adopting an ordinary resolution for the purpose.
(7) Where a company is in existence and registered with a name which, in the opinion of the Central Government, is such that its use by the company has been or is directed by the Central Government to change its name.