Company Name Change

Company Name Change

Description: Changing company names amounts to a significant alteration since Memorandum of Association and Articles of Association need to be altered. As per Section 13 of the Companies Act 2013, a company may change its name by passing a special resolution in general meeting and receiving approval from the Central Government.

Important note on Name Change of Company: The name of a company is its unique identity of a private limited company, and the same is the first clause of the MOA (also known as Name Clause). In case the management of the company desires to change the name of the company, it can be done with the consent of its shareholders and with the ROC’s approval.

The requirements of obtaining prior approval in the process of the company name change

• Approval of the Board of Directors
• Approval of more than 75% of Shareholders
• Approval of the ROC (MGT-14)
• Approval of the Central Government (INC-24)

Legal Provision: In general, all companies, whether new or old, are eligible to apply for a company name change. However, The Section 13 (2) of the Companies Act, 2013, read with Rule 29(2) of the Companies (Incorporation) Rules, 2014, does not permit name change if the company has not filed ROC Annual Return, Financial Statement or any other report/documents to ROC on time.

Reasons for Change of Company Name:

• Voluntary Change of Name
• Change in Business Activity
• For Rebranding/Marketing
• Change of Ownership
• To Avoid IPR Issues
• In Compliance of ROC Direction

Step by step process for Business name change:

Step-1: Passing board resolution When partners are mutually agreed: A board meeting should be called for passing a resolution to change the company name. In the meeting, the board of directors will discuss and approve the change in name, authorizing a Director or the CS of the company to check name availability with MCA, and calling Extra-Ordinary General Meeting for passing a special resolution.

Step-2: Checking name availability: The authorized director or company secretary will apply in form INC-1 to MCA for checking name availability and approving the name. This process is same as the process adopted at the time of initial name approval.

RoC will send a letter stating that the proposed name is available. Please note that this will not be the final approval of company name, it is just a confirmation from RoC that proposed name is available.

The proposed name shouldn’t be similar to another existing company name, and it shouldn’t include the word “state.” Other conditions existing at the time of initial name approval exists in this situation also.

Step-3: Passing Special Resolution: Once the name is approved by MCA, the      company should call for an extraordinary general meeting. A special resolution will be passed for changing name and make the change in Memorandum of Association and Articles of Association.

 Step-4: Applying to Registrar: A special resolution will be filed with RoC within 30 days of passing the resolution. With it, Form MGT-14 will also be filed which contains the details about special resolution. Following documents are submitted with MGT-14:

• Certified copy of Special Resolution,
• Notice of EGM,
• Explanatory statement to EGM,
• Altered Memorandum of Association,
• Altered Articles of Association.

Once MGT-14 is filed, the company needs to file INC-24 with the RoC for taking        approval of the central government for name change along with the prescribed fee.

INC-24 will be filed after MGT-14 is filed since INC-24 specifically asks for SRN of MGT-14 filed with RoC. SRN of INC-1 also needs to be mentioned in INC-24. Along with INC-24, a copy of the minutes of Extra-Ordinary General Meeting where the special resolution was passed, also needs to be submitted.

In INC-24, reasons of the name change, details about the number of members who attended the EGM, number of members voting in favor/ against the resolution, and percentage of shareholding are also mentioned.

Step-5: Issuance of certificate of incorporation: If the Registrar of Companies is satisfied with the documents, it will issue a new certificate of incorporation. Company name change process isn’t completed until the new certificate of incorporation is issued by the RoC.

Step-6: Incorporating company name in MoA and AoA: Once the new certificate of incorporation is received from RoC, the company name must be incorporated in all the copies of MOA and AOA.

Documents Required For Company Name Change: There are two sets of necessary documents to make an application for an existing company’s name change The first set of documents is readily available with the company, while the other set of the papers are the drafts prepared for the name change. After the signature on these documents, the same is annexed as an attachment to the relevant ROC Form such as RUN Form, MGT-14 and INC-24, respectively.

1. List of Documents Required:

• Current Certificate of Incorporation
• MOA and AOA in word format
• List of Directors and Shareholders
• Proposed Name(s) in order of preference.
• Digital Signature of the authorised director
• Letterheads and rubber stamp of director

1. Documents to be Attached with ROC Form

            1.RUN Form

• Copy of Board Resolution
• Consent of TM Owner (If applicable)

           2.MGT-14 and INC-24

• EGM Notice Along With Explanatory Statement
• Certified Copies of EGM Resolution
• Altered MOA & AOA
• Attendance Sheet of EGM
• Consent for Shorter Notice (If applicable)

1. Proof of Address of Food Business.

• Sale Deed/ Rent agreement, and
• Electricity Bill Not Older than two months

Follow up Activities After Company Name Change

Changing the company’s name does not alter the rights and obligations of the stakeholders in any way, and all the legal proceedings, if any, continues in the new name. Consequent to the new Certificate of Incorporation with the new name, the company is obligated to make changes in the following documents and registrations.

• The Common Seal of Company (If applicable)
• Official seal of company, directors and authorised signatories
• Promissory notes, bills of exchange, etc.
• Change in the name in the Bank Account
• Tax authorities, PF & ESI department, etc.
• Change name on Website and Social Media Accounts
• Amend company PAN and TAN
• On company letterheads, business cards, etc.
• Company Statutory Registers
• Employment & Business Contracts
• Update business licenses or permits