The Company Name

If you wish to start your own business and build it up as a legal entity, you must register your company in order to give it more validity. When it comes to company registration, deciding a suitable name is important — and this can seem confusing at times. This article will help you understand the importance of a company name.

What is a company name?

Every company needs to have a specific name which differs from other company names. In accordance with the Companies Act No. 7 of 2007, giving approval for a specified company name is a duty of the Department of the Registrar of Companies.

The requirement of a company name

A Private Limited company name shall end with the words “(Private) Limited” or the abbreviation “(Pvt) Ltd”. A public limited company name must end with “Limited” or “Ltd”.

Public notice of the company name

Public notice is another important matter with regard to the company name. On incorporation of a new company, the name must be published in Sinhala, English and Tamil newspapers and in the Government Gazette within 30 working days of incorporation. The company name, registration number and registered address are the requirements of this publication.

Importance of the company name

The company name is used in various ways, for instance in:

• All business letters of the company.
• All notices and official publications of the company.
• All bills of exchange, promissory notes, endorsements, cheques and orders for money or goods signed on behalf of the company.
• All invoices, receipts and letters of credit of the company.
• All other documents issued or signed by the company which create or evidence a legal obligation of the company.
• The company seal, if any.

Change of a company name

When the company needs to change its name, the shareholders must pass a special resolution. Then within ten working days of passing this resolution, the Notice of Change with Form 3 (along with the consent letter of the subject clerk who is handling the company file at the ROC) should be submitted to the Department of the Registrar of Companies. You can then obtain a fresh Certificate of Incorporation which indicates the new name of the company.

Restrictions on deciding the company name

When deciding a company name you have to face some restrictions provided by the Companies Act No. 7 of 2007:

• Cannot use a name similar to any other company or any registered overseas company.
• Cannot use “Chamber of Commerce” (unless the company is to be registered under a licence granted under section 34 without the addition of the word “Limited”).
• Cannot use a misleading name.
• Cannot use the words “President”, “Presidential” or words connected with the President, the Sri Lankan Government or Government departments.
• Cannot use the words “Municipal”, “Incorporated” or words connected with any Municipality, Local Authority, Society or Body incorporated by an Act of the Sri Lankan Parliament.
• Cannot use the words “Co-operative” or “Society”.
• Cannot use the words “National”, “State” or “Sri Lanka”, or words connected with the Sri Lankan Government or Government departments.

Certain common words are also disregarded by the Department of the Registrar of Companies when comparing your proposed name with existing names, which is why two names that look different to you can still be rejected as similar.