Change in Name Clause of the Company
The name of a company serves as more than just a label. It is an integral part of its identity, signifying the nature of the business, its brand value, and its market presence. A well-chosen name can convey the company’s vision, ethos, and industry relevance. However, businesses often undergo transformations that may necessitate reconsidering their name. These changes could stem from rebranding efforts, mergers, acquisitions, expansion into new markets, or even regulatory requirements.
Regardless of the reason, changing a company name is a complex and challenging task. It is a legal process governed by the Companies Act, 2013, that requires careful planning and adherence to specific procedural norms. The process involves securing approvals from the board of directors and shareholders, filing necessary forms with the Registrar of Companies (ROC), and updating relevant statutory records. Failure to comply with these legal requirements can result in penalties and administrative challenges.
Memorandum of Association (MoA)
The Memorandum of Association (MoA) is the heart and soul of the company, which outlines its constitution. It serves as a charter for the company, defining the fundamental conditions under which it operates. The Memorandum of Association of a company includes the following clauses:
1. Name Clause:
- It specifies the name of the company.
- For a public limited company, the word “Limited” must be used at the end.
- For a private limited company, the name must end with “Private Limited.”
2. Registered Office Clause:
- It mentions the state in which the company’s registered office is located, which helps in determining the jurisdiction of the Registrar of Companies (ROC).
3. Objects Clause:
- This clause states the main objectives for which the company is incorporated.
- It includes incidental or ancillary objects that support the main objectives.
- Helps in defining the scope of activities the company can legally undertake.
4. Liability Clause:
- It defines the extent of liability of the members of the company.
- In companies limited by shares, liability is limited to the unpaid amount on shares held.
- In companies limited by guarantee, liability is limited to the amount members undertake to contribute if the company is wound up.
5. Capital Clause:
- This clause specifies the company's authorized share capital.
- It includes details about the division of capital into shares of fixed denominations.
6. Association or Subscription Clause:
- This clause contains subscribers' declarations to form the company.
- It states its intention to acquire shares and become a part of the company.
7. Nomination Clause (for One Person Company):
- This clause is mandatory for One Person Companies (OPCs) only.
- It mentions the nominee who will take over in case of the sole member’s death or incapacity.
What is the Name Clause in the Memorandum of Association of the Company?
The Name Clause is the first and one of the most important clauses in a company's Memorandum of Association (MoA). It specifies the legal and official name under which the company will conduct its business activities. The name clause ensures that the company’s name is unique, compliant with the legal requirements, and is easily distinguishable from other existing companies. The name must adhere to the guidelines laid down by the MCA.
Types of Name Changes
When a company decides to change its name, it can do so for various reasons. The broader reasons include:
1. Voluntary Change
This type of name change occurs when the company itself decides to change its name without any external mandate or compulsion. Some common reasons for a voluntary name change include:
- Rebranding
- Expansion of the Operations of the business
- Alignment with new business activities
2. Mandated Change by the Regulatory Authorities
There are some cases when a company may be legally required to change its name, such as in the following cases:
- Trademark Infringement
- Misleading or Offensive Name
- Misleading or Offensive Name
3. Change of name due to Mergers and acquisitions
When companies merge or one company acquires another, it may become necessary to change the name to reflect the change in a new entity, enhance the brand recognition, and to avoid confusion.
What Cannot Be the Name of the Company?
The company cannot choose such names that are:
- Identical or too similar to the existing entities: The names that are identical or closely resemble existing companies or the Company name, LLP name.
- Name Implying Government Affiliation: Names that suggest association with the Central or State Government or local authorities cannot be used.
- Use of certain words without permission: "National," "Union," "Central," "Federal," "Republic," "Rashtrapathi," "Statute," “Banks,” or "Governor" without appropriate approvals.
- Names that are offensive or undesirable in the opinion of the Central Government.
- Names that attract the provisions of the Emblems and Names (Prevention of Improper Use) Act, 1950.
- Names that include words like "Board," "Commission," "Authority," "Undertaking," "Municipal," "Panchayat," "Development Authority," etc., without proper justification or approvals.
- Names including words such as "Foundation," "Forum," "Association," "Federation," "Chambers," "Confederation," "Council," "Electoral Trust," etc., are reserved for specific types of companies.
Documents Required for Reserving the Names of Companies
To change the Name Clause, the following documents are necessary:
- Board Resolution: A certified copy of the resolution passed by the Board of Directors that approves the proposed name change and authorizes a director or company secretary to initiate the process.
- Special Resolution: A certified copy of the special resolution passed by shareholders in a general meeting that approves the name change.
- Amended Memorandum of Association (MOA): An updated MOA reflecting the new company name.
- Amended Articles of Association (AOA): An updated AOA incorporating the new company name.
- Form MGT-14: This form contains the details of the special resolution and accompanying documents.
- Form INC-24: This form contains the approval of the name change.
Procedure to Amend the Name Clause of the MOA of a Company
Changing the name of a company in India requires amending the Name Clause in the Memorandum of Association (MoA). This process is governed by the Companies Act, 2013, and involves several steps, which are as follows:
Step 1: Convene a Board Meeting
- Issue a notice to all directors, specifying the agenda for discussion of the name change.
- Pass a Board Resolution to:
- Approve the proposed new name.
- Authorize a director or company secretary to check the availability of the name with the Registrar of Companies (ROC).
- Call for an Extraordinary General Meeting (EGM) to seek shareholder approval.
Step 2: Check Name Availability
- Apply for the availability of the proposed name through the RUN (Reserve Unique Name) service on the MCA portal.
- Once the desired name is approved, secure the Name Approval Letter from the ROC.
Step 3: Hold an Extraordinary General Meeting (EGM)
- Issue a notice to shareholders at least 21 days before the EGM, including:
- The date, time, and venue of the meeting.
- The special resolution for changing the name clause.
- At the EGM, a special resolution will be passed, with a 75% majority of votes that approve the name change.
- Prepare and record the Minutes of the EGM.
Step 4: File the Special Resolution with ROC
File Form MGT-14 within 30 days of passing the special resolution, along with:
- A certified copy of the special resolution.
- The amended MoA reflects the new name.
- The Name Approval Letter from the ROC.
- A copy of the Board Resolution.
- A copy of the EGM Notice and Minutes.
Step 5: Application for Name Change
File Form INC-24, which is an application for approval from the central government for a change of name, with the ROC.
- Attach the amended Memorandum of Association (MoA), Articles of Association (AoA), and the ROC's name approval.
- Include the SRN (Service Request Number) of Form MGT-14.
- Pay the prescribed statutory fees.
Step 6: ROC Verification and Approval
- The ROC will examine the application and verify the documents.
- If everything is in order, the ROC will issue a Certificate of Incorporation with the new name.
- The official name of the company will change from the date of issuance of this certificate.
Post Name Change:
Once your company name is changed, it is important to make necessary updates in:
- Company’s letterheads, invoices, and stationery.
- PAN, TAN, GST Registration, and other statutory documents.
- Bank accounts, licenses, and contracts.
- Inform statutory authorities, clients, and stakeholders about the change.
Due Dates and Penalties for Changing the Name of a Company
Particulars |
Due Dates/Time Frame |
Penalties for Non-Compliance |
Board Meeting for Name Change |
At least 7 days' notice before meeting |
|
EGM Notice to Shareholders |
At least 21 days before the meeting |
|
Filing of Special Resolution (MGT-14) |
Within 30 days from the date of passing |
Fines ranging from ₹1 lakh to ₹5 lakh on the company ₹50,000 to ₹1 lakh on each officer in default. |
Filing Form INC-24 |
After obtaining special resolution approval |
Failure to file may result in non-approval of the name change and penalties under the Companies Act, 2013. |
Update Statutory Documents |
Immediately after receiving ROC approval |
|
Inform Stakeholders and Authorities |
Promptly after name change approval |
Common Challenges in Changing a Company Name
The company may face some challenges in changing the name of the company, such as:
- Compliance with RoC conditions
- Obtaining valid board and shareholder resolutions
- Adhering to the Timelines for filing the form
- Internal Communication with the stakeholders
- Gaining investor confidence
- Rebranding Costs
- Loss of Market Presence
Why choose Kanakkupillai?
Running a business comes with its own set of challenges, from company registration and annual compliance to managing finances. So, when you are changing the object clause of your business, you need more than a service provider. You need a partner who understands the law and your business:
- We simplify the legal process: Whenever you expand or change your company's name, we make the entire process clear and manageable for you.
- We take care of the paperwork, end-to-end: Legal formalities can be time-consuming and overwhelming. Our team handles everything from drafting resolutions and filing forms to coordinating with the Registrar of Companies. You do not have to worry about updates or missed steps.
- We ensure timely filings and full compliance: Missing deadlines can lead to penalties or delays in approval. With us, you will never have to worry. We stay ahead of due dates, maintain proper documentation, and keep you informed at every stage.
- Transparent pricing with no hidden charges: What we quote is what you pay. Our pricing is transparent, fair, and upfront, with no hidden fees!
- Trusted by thousands of businesses across India: From startups and private companies to large enterprises, over 1,00,000 businesses have trusted Kanakkupillai for their legal and compliance needs. We bring that experience to every client we serve.
Frequently Asked Questions
Can a company change its name after registration?
Yes, a company can change its name even after registration by following the procedure outlined in the Companies Act, 2013, which involves board and shareholder approval and filing necessary forms with the ROC.What are the primary reasons for changing a company's name?
Common reasons include rebranding, mergers or acquisitions, changes in business activities, resolving trademark conflicts, and meeting regulatory requirements.Is shareholder approval mandatory for changing a company's name?
Yes, a special resolution must be passed at a general meeting with the approval of at least 75% of shareholders.Which forms are required to be filed for changing a company's name?
The forms required are MGT-14 for filing the special resolution and INC-24 for seeking approval from the central government for the name change.Can a company's name be changed without amending the Memorandum of Association (MoA)?
No, the name clause in the MoA must be amended to reflect the new name, which involves filing the amended MoA with the ROC.What happens if the ROC rejects the proposed new name?
If the ROC finds the name unsuitable or similar to an existing entity, the application will be rejected, and a fresh application with a different name must be filed.Are there any penalties for not updating statutory documents after the name change?
Yes, failure to update statutory documents can lead to legal issues and penalties under the Companies Act, as it may cause discrepancies in official records.Can the name of a company be changed multiple times?
Yes, there is no legal restriction on the number of times a company can change its name, provided it follows the prescribed procedure each time.Does changing the company name affect its legal identity?
No, the legal identity of the company remains intact. Only the name changes, while the company's incorporation number and other legal attributes remain the same.What makes Us Different

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