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The Company’s name is its identity throughout its lifetime should be well thought out and constructed to be sustainable with the future growth of the company. The Companies Act governs the process of naming a company from its selection to any changes made thereafter. Let us discuss the procedure for the change of name of a Company.
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Changing of Name of the Company
Changing the name of the company represents a significant change, as the memorandum of association and articles of association need to be changed. Under the Companies Act, 2013, a company can change its name by passing a special resolution in a general meeting and obtaining the approval of the Registrar of Companies (RoC) and the Central Government.
However, if the company name is changed, this will not result in the creation of a new company or a new entity. The company will then continue its activities under the new name. Therefore, changing the company name will not affect the following:
- Rights or obligations of the company
- Legal proceedings by or against the Company
Documents required for the company name change
In addition to the documents to be submitted with MGT-14 and INC-24, the following documents are required:
- Certificate of Incorporation
- Changed MOA and AOA
- List of shareholders and directors
- Digital signature of the authorized director
- Proof of the company’s registered address
Company name change procedure
The following is a step-by-step procedure for a company wishing to change its name to follow:
Conducting Board Meetings: The proposed name will be discussed by the Company’s executives. Board members are informed of a period of 7 days to conduct a board meeting to pass the necessary resolution to approve the name change. The following resolutions are adopted at the board meeting:
- Authorize the company secretary or director to use the ROC to confirm the availability of the chosen name.
- Set the date, time, and place of the extraordinary general meeting to approve the new name after its approval and to amend the articles of association. The company must remember that no two companies can be registered with the same name.
Check name availability: The company will verify title availability through MCA. You can check whether the same name is registered as a trademark or as a company from the drop-down menu “Public Trademark Search” and “Check Company Name”.
Online Request for Name Approval: After the name is checked and available, it can be used through the new RUN web service. Up to two names can be entered through this form with a prescribed fee of INR 1000. In the event of a company name change, the resolution of the board of directors on its authorization shall be attached as an attachment to this form. After a thorough review of the application, the ROC either approves the name or resubmits it. A name approved by the ROC remains valid for 20 days from such approval.
Hold an extraordinary general meeting: After the ROC approves the name and the company receives the letter of approval with the name, it will convene an extraordinary general meeting to pass the necessary special resolution to approve the name change and execute amendments to the MOA and AOA.
Filing with ROC: Within 30 days of the EGM, file a special resolution with the ROC in Form MGT-14 (the form is available on the MCA official website and can be downloaded as a zip file) along with the following documents attached to the form:
- CTC special resolution passed
- Notification of MVH together with an explanatory statement
- Changed MOA
- Changed AOA
Central Government Approval: The company must obtain the approval of the Central Government for the change of name and change in the MOA by filling out the INC-24 form. A copy of the minutes from the extraordinary general meeting at which the special resolution was approved will be attached to this form.
New Certificate of Incorporation: Once the name change process is complete, the ROC will issue a new COI with the modified name appearing on it. The new name will take effect from the issuance of the new COI.
Company name change timeline
The time required to change the company name is approximately 10 to 15 working days as it requires approval from several departments.
Restrictions on change of company name
Rule 29 of the Companies Rules 2014 specifically prohibits the following companies from changing their name:
- A company that did not file an annual return on time
- A company that has defaulted on a deposit due
- A company that has defaulted on bonds due
- The company has not paid or paid interest on the deposit or bonds.
Compliance after the company name change
Once the RoC issues a new certificate of incorporation, the new name of the company must be mentioned in all copies of the MOA and AOA. The company must also make changes and indicate its new name in the following documents:
- Common Seal of the Company and Official Seal of the Company
- Bills of exchange and promissory notes
- Company bank account name
- Revenue authorities, EPF, and ESI departments
- Company websites and social media accounts
- Company PAN and TAN
- Corporate letterheads, business cards, etc.
- Statutory registers of the company
- Employment and commercial contracts
- Update business licenses or permits
Final words
The name of the company is its unique identity and the same is also found in the first clause of the partnership agreement (also known as the name clause). Company management wishing to change the company name will need the approval of its shareholders and the approval of the CRC (MCA) and ROC. The name change clause is set out in Sections 13(2) and 13(3) of the Companies Act 2013. The name change has no impact on its legal entity or its existence as a legal entity. It will not result in the creation of a new company or entity.
