Company Name Change

What is Private Company Name Change

A company can change its existing name in case of a change in structural change occurs in business, ownership, management etc after the incorporation and registration of company. The change in the company name will not have any impact on its existence as a corporate entity. A company can change its name with the approval of shareholders in the general meeting & by making necessary filings with the Ministry of Corporate Affairs. The name of the company in general helps third parties to alliance their needs with the activities of the company.

The company comes into existence by following the provisions of law and hence any changes in the constitutional documents of the company shall first be approved by the concerned Registrar of Companies,

Procedure for Change of Company Name in Private Company:

Step – I (Meeting of Board of Directors:)

The consent of the Board of Directors shall be accorded for the proposed change in name of the company. A notice has to be drafted along with its agenda for the Board meeting, and the same has to be issued in not less than seven days from the date of the meeting.Along with the consent for the said change, an authorisation shall be given to one of the director for making the application of Name Approval and to take necessary steps to effect the changes.

The notice has to be sent to every director for the change of name of the company and the suggestion of the new name must be put forth in the board meeting. Following resolutions have to be passed in the meeting namely:

  • Firstly, to authorize a Director or Company Secretary of the company to make an application to the registrar of the companies for ascertaining the availability of the proposed name.
  • Secondly, pass a resolution to convene an extraordinary general meeting (EGM) for approving the newly proposed name and making necessary changes in the MoA and AoA.

Step – II (Application for Reservation of Name)

The Director of the company has to make an application to the Registrar to reserve the proposed name. The application has to be made in Form INC-1 (RUN – Reserve Unique name) along with the applicable fees prescribed in the Companies (Registration offices and fees) Rules, 2014, i.e., Rs. 1000. The said from can be filed with maximum 2 names and in order of preference. The name once approved is reserved by the Ministry for a period of 20 days. The company shall accord the consent of members and complete the requisite procedure within said period.The selection of the company name should be in accordance with Rule 8 of the Companies (Incorporation) Rules, 2014.

The Form INC-1 (RUN – Reserve Unique name) is available on the MCA website in an electronic format. A copy of the Board Resolution also has to be attached with the Form. Once the ROC approves the proposed name, the same is valid for 60 days.

Step –III (Extraordinary General Meeting)

A resolution to convene an EGM has already been passed in Step – I. The Board has to call an EGM now, and the notice for the same has to be sent twenty-one days before the date of the meeting The proposed name shall be approved by the members of the company before proceeding for any step. The consent of the members shall be conferred in the Extra-Ordinary General Meeting (EGM) of the members of the company by passing Special Resolution (i.e. consent of 75% members).

The notice has to be annexed with an explanatory statement which essentially specifies the nature of the concern or interest in respect of every director or manager, key managerial personnel and relatives of these persons mentioned.

Step – IV (Filing of Resolution with the Registrar)

Once the consent for proposed name change is obtained from the shareholders, forms for changing a company name shall be filed on the MCA portal. In accord with Sec.13(6) any resolution that is passed to alter the MoA of the company, the same has to be filed with the registrar. All the special resolutions are to be filed in Form MGT.14. within 30 days from the date of passing of such resolution.

Step – V (Approval from the Central Government)

Finally, an approval an application has to be filed to the Central Government for the alteration in the MoA for the change of name of the company. The application has to be made in Form INC 24 with the requisite fee

Step – V Issuance of fresh Certificate of Incorporation:

The Registrar, if satisfied with the application made and supporting documents furnished with the application, may approve the application. The registrar after approval of the said application will issue a Fresh Certificate of Incorporation (COI) with the new name of the company. The company name change shall be effective only after issuance of Certificate of Incorporation.

Effect of Change of Company Name:

The name proposed to be changed in the company shall be effective only after issuance of COI, as discussed above. After the issuance of Certificate of Incorporation, the company shall take few steps for updating the changes made.

Step – VI Displaying the name of the company:

The name of the company after issuance of the Certificate of Incorporation shall be displayed with the previous name of the company. The previous name of the company shall be mentioned along with new name for a period of 2 years from the change of name of company.

Step – VII Alteration of MoA and AoA:

Once the approval of Central Government is received, the company shall adopt the altered MoA and AoA of the company as furnished while filing of INC – 24. All the copies of the MoA and AoA, wherever available, shall be replaced by the altered copies of MoA and AoA. In addition to replacement of MoA and AoA, the name of the company shall be updated wherever it is written or appears.

Step – VIII Change in PAN:

After issuance of the fresh Certificate of Incorporation, an application shall be made to update the data of the Permanent Account Number and issuance of new PAN Card with new name of the company.

Step – IX Updating of data with Ministries:

The company shall make an application to update the name of the company on their registers. The application shall be made to the ministries or registries where the company is registered.