Change Name of Company – Companies Act, 2013

A Company being a legal entity have its own name which in order to establish its independent corporate existence which serves as symbol of being easily identifiable from others.

An existing Company can change its name thereby alerting the first clause of the Memorandum of Association of the company which states the name by which a company is known. The Company may adopt any name which is suitable provided that the same should:-

• not undesirable or resemble too nearly to the name of an existing company registered under this Act or any previous company law, or: [Section- 2 (a) in the opinion of the Central Government;
• will constitute an offence under any law for the time being in force

A Company shall not be registered with such names with the following criteria:-

• 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

• 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.

Brief description

The Company after incorporation can change their name by following way:

(a) Conversion of name from private to public, or

(b) Conversion of name from public to private, or

(c) Change of name from ABC limited to XYZ limited.

For Changing the name of the Company changes in the Name clause of the Company is required in the Memorandum of Association (hereinafter referred to as “Memorandum”) 

As per the Section 13 of Companies Act 2013 which regulates the process for amendment/alteration in Memorandum of Association which specifies that:-

• a Company may by way of Special Resolution alter the provisions of its Memorandum All clauses of Memorandum except Capital clause can be altered by following the provisions of Section 13 of Companies Act, 2013 by passing special resolution;

• Any changes in the name of the Company shall be in accordance to the provisions of Section (2), (3) of Section (4) and shall be effective unless the approval of Central Government is obtained in writing.

Approval of Central Government is not required when the change relates to the addition/deletion of the words “private” to the name.

As per Rule 29 of the Companies (Incorporation) Rules, 2014 Following Companies are not allowed to alter their names:

• which has not filed annual returns or financial statements due for filing with the Registrar or
• which has failed to pay or repay matured deposits or debentures or interest thereon

An application in Form No. INC-24 shall be filed along with the fee in the name of the Company and a new Certificate of Incorporation in Form INC-25 upon subsequent change of Name.

• Conducting of Board Meeting of Directors: (As per section 173 and SS-1)
• Filing of RUN(Reserve Unique Name) with MCA for reserving the name. The following documents should be attached:-
  – Copy of Board Resolution
  – Approval of Owner of Trade Mark or the applicant of such application;
  – If proposed name(s) are based on a registered Trade Mark or is a subject matter of an application pending for registration under the Trade Mark Act, 1999]
  – Name Approval Certificate from ROC, if applied name are available
• Holding of General Meeting as per Section 101 and Section 102 of Companies Act, 2013 and pass necessary Special Resolution (Section-114(2)) and for making alteration in Memorandum and thereby filing of E-form MGT-14 with ROC along with the following attachments along with the requisite filing fees within 30 days:-
  – Certified True Copies of the necessary Special Resolutions along with explanatory statement;
  – A Certified True Copy of the Memorandum Article of Associations;
  – Copy of Attendance Sheet of General Meeting.
  – Shorter Notice Consent, if any.
• Filing of E-Form INC – 24 within 30 days of passing of Special Resolution along with the following attachments:-
  – Notice along with Explanatory Statements;
  – Certified True Copy of Special Resolution;
  – Altered MOA & AOA;
  – Minutes of General Meeting

Once, the above procedure is completed ROC will issue of New Certificate of Incorporation in Form INC-25.

Actions points required to be taken after receiving a fresh Certificate Incorporation

• As per Section 15(1) of the Companies Act, 2013 every alteration made in the Memorandum or Articles of Association;
• As per Section 12(3)(a) and First proviso to Section 12(3) has to paint the new name of the Company on outside of every office, building along with the former name so changed;
• As per Section 12(3)(d) have printed its new name on hundies, bills of exchange, promissory notes etc.

The Act does not contemplate new memorandum of association, and where it purports to be so, it is nothing more than a special resolution and as such does not require to be stamped and it is not mandatory to reflect the objects of the Company in its Name. But if any word in name reflecting any business activity that should be companies objects only.