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Legal Aspects of Changing Your Business Name Clause: A Step-by-Step Guide

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Last Updated on January 16, 2024 by Kanakkupillai

A complete grasp of how to effectively carry out the change is a good idea if you change an organization’s legal name. The company’s name has served as its brand throughout its existence; before company registration, care should be taken to ensure the name can withstand its expansion and development. The Companies Act governs the naming of the Company, from the first selection to any revisions or modifications made afterwards. This article fully explains some dos and don’ts while selecting the process to alter the name.

Here are some of our suggestions for best practices and answers to frequently asked issues regarding changing a company’s legal name.

Provisions for Changing the Name of a Limited Company in India

Let’s start by going through the basic guidelines for the business’s name change, which are as follows:

Sections 13(2) and 13(6) allow a corporation to change its name with the Central Government’s written authorization and use a special resolution. However, suppose the business’s name is changed in connection to the inclusion or deletion of the word “Private,” which would cause the firm to transition from Private to Public and vice versa. In that case, the Central Government’s approval is not required.

Section 13(3) – The Registrar must update the former name of the business in the register of companies whenever the company’s name is changed according to Section 13(2). In addition, the registrar must issue a new certificate of incorporation with the updated name. Until a new certificate of incorporation is obtained, such name changes for the business are incomplete and meaningless.

Section 4(2) – The company name stated in the memorandum must be distinct from any other current company with a name that is registered under the Company’s Act or any company legislation that existed before the Company’s Act. The name of the company indicated in the memorandum should not be one that, if used, would constitute a violation of any legislation in force at the time. The Central Government shall not consider the firm name in the memorandum undesirable.

Section 4(3) – According to this section, an organization may not be enrolled under a name that contains any words or expressions that are likely to suggest that the company is affiliated with, associated with, or supported by the federal government, any state government, any municipality, a corporation, or any other entity established by a state or federal government in conformity with the current legal framework.

Or any phrase or word that requires prior permission from the central government to use or whose usage is controlled by the central government.

Rule 29(1) of the Companies (Incorporation) Rules 2014

This restriction constrains the company’s ability to change its name. Whose financial statements are still due for submission with the Registrar, or whose annual reports have not been submitted?

The Steps For Changing a Company’s Name

The company that wants to change its name should follow the steps listed below:

Board of Directors Resolution

A board meeting must be held to adopt a resolution to alter the business name. The board of directors will consider and accept the name change during the meeting, giving the company’s CS or one of its directors permission to check the name’s registration with MCA. The board will also conduct an EGM to approve a special resolution.

Check if the Name is Available

The designated director or company secretary will apply for the new name to be reserved and approved using the MCA’s RUN. Through the RUN facility, they may determine whether the new company name is available. The roc sends permission for the suggested name to be available. This procedure is the same as established at the time of original name approval. Please note that Roc only confirms that the suggested name is accessible; it does not represent the final approval of the company name. The proposed name must not be similar to an already-used business name or trademark and must not contain any terms forbidden under the 2014 Companies Rules. In this case, additional factors were present when the first name clearance was given.

Adopting a Special Resolution 

Once the ROC approves the name’s availability, the company should hold an EGM. The EGM will approve a special resolution authorizing the name change and the amendments to the rules of association and memorandum of association.

Submit an Online Application

A new web service, RUN, may apply the suggested name after its availability has been verified and validated. Using this form and paying the required price of Rs. 1000, up to two suggested names may be submitted. If the business is amending its name, the board meeting resolution for authorisation may be attached as an attachment to this form. ROC either requests a resubmission of the application or authorizes the name after carefully reviewing it. The name that the ROC has authorized is valid for around 20 days following the authorization.

Hold EGM

When the ROC confirms the new name, the business must call an EGM of members. Every shareholder must receive notice of the EGM from the board of directors at least twenty-one days before the meeting.

The proposed resolution is to be adopted as an exception, and an explanation must be included in the notice for the EGM. The explanatory statement should include details regarding the motivations for the name change and its possible effects on the business and its stakeholders. Participants will get an opportunity to talk about the suggested name change and cast their votes on the special resolution at the EGM. A special resolution demands the consent of at least 75% of the investors present.

Filing of Mgt-14  

A special resolution is a choice that needs the support of shareholders exercising at least 75% of their voting rights at the EGM. The firm must submit the special resolution to alter the company’s name to the ROC for authorization once approved at the EGM.

The business must utilize Form MGT-14 and submit the special resolution and the required fee. Within 30 days following the EGM, the corporation must submit the form to the ROC to implement the resolution along with other mandatory papers like the notice of the EGM, the introductory statement, and the minutes of the EGM.

Central Government Approval

The concerned Company must submit form INC- 24 to the Central Government to modify the company name and MOA. This document must be submitted with a copy of the minutes from the Extraordinary General Meeting where the Special Resolution was approved.

New Certificate of Incorporation

Following completion of the company name change procedure, ROC may issue a new Certificate of Incorporation with the altered name. The new name will become effective when issued a new Certificate of Incorporation.

Inform any relevant government agencies, like stock exchanges, taxation and excise authorities, officials, and so on, about the alteration in the company’s name and request that they update their records to reflect the change as well. The affected parties, including those with whom the company has agreements, investments, loans, or insurance policies, must be informed of the change.

Documents Needed to Change the Company Name

Two sets of paperwork must be submitted to request a name change for an established business. The company’s initial papers, including the Memorandum, Articles of Association, and Shareholder Resolutions, are easily accessible. The second batch of papers includes drafts created especially for the name change.

  • The most recent certificate of incorporation
  • Word copies of MOA and AOA
  • List of Shareholders and Directors 
  • The suggested name(s) in preferred order.
  • Authorized director’s electronic signature
  • Director letterhead with a rubber stamp

Time for Updating Company Name

Updating a company’s name involves several actions that must be taken by the business and permissions from the ROC and the Central Government, which can add up to ten to fifteen days of work to the process.

The amount of time it takes to secure the required permissions, the availability of the directors and shareholders for conferences, and any possible postponements brought on by typos or mistakes in the application can all affect how quickly the name change procedure moves forward.

It’s crucial for the business to carefully adhere to all the essential stages and present all the relevant documents in a timely and precise way to ensure an easy and fast name change process. This can assist the firm in effectively changing its name within the anticipated timeframe and prevent any possible postponements or issues. 

Reasons for the Company Name Change

For several reasons, a firm could opt to change its name. An overview of some of the typical reasons is provided below:

  • Voluntary Name change: The corporate board may opt to freely alter the business’s name. As long as all needs are fulfilled, changing the company name voluntarily is lawful.
  • Change in Commercial Activity: When changing its business operations, a corporate board may opt to alter the firm’s name. The company can change the name to reflect the new or extra business objectives. In such cases, the business should also update the principal goal stated in its Memorandum of Articles.
  • To Promote or Rebrand: A company might change its name for marketing reasons or to position its brand more effectively. The name could also be modified to suit current fashion and trends for better brand positioning. When a company is poised to enter a new market, it may change its name to shift its reputation.
  • Following ROC Directive: When another firm files a complaint alleging precedence of use of a name or trademark, the ROC may also issue an order requiring a name change for the company.
  • Change of Ownership: The business name frequently changes to represent the control of the new management and for marketing reasons when a company’s ownership or ownership by an entity evolves.
  • Limit IPR Concerns: To protect its trademark or copyrights in its name, a firm can alter its name. An IPR problem can also be avoided by changing the company’s name. 
  • Observing Roc Directives: If another firm files a complaint establishing the priority of utilizing the name or trademark, the ROC may issue an order to modify the company name. The business would then need to change its name. 
  • Taking Advantage of a Service or Product’s Success: A corporation may opt to change its name to reflect a specific good or service that becomes popular to capitalize on that success.

When Will The Business’s New Name Officially Go Into Effect?

The RUN website in India allows businesses to apply for new names, and the clearance they obtain confirms that the requested name is available for use. The company’s name remains unchanged as a result of this approval. The ROC will issue a new certificate of incorporation carrying a different name after the change procedure has been fully completed. This indicates that the date the ROC delivers the new certification of registration is the date the new name becomes effective.

Conclusion

Things always change, and change is normal. Do you believe maintaining the same brand name even as the company expands into new markets is a sensible move? Changing a company’s name is not simple and should not be rushed. The name of your business must be appropriate for the service you are offering. If a company’s name is wrong, it is corrected or changed to make the words reflect reality. Name, legal office, and object clauses are all contained in the company’s MOA. You can update a corporation’s name clause by changing the company name.

Gaurvi

Welcome to www.kanakkupillai.com! Greetings, I'm Gaurvi, a Regulatory Compliance Manager deeply committed to ensuring that businesses meet and exceed regulatory standards in their operations. With a wealth of experience in navigating complex regulatory environments across various industries, I am here to be your trusted advisor in achieving and maintaining regulatory compliance. In today's dynamic business landscape, regulatory compliance is not just a legal requirement but a critical component of sustainable success. My mission is to help your business thrive by ensuring it adheres to all relevant regulations and standards. Diversity and inclusivity in the business world are paramount, and I firmly believe that every business, regardless of its size or background, should have access to the expertise needed for seamless regulatory compliance. I am honored to embark on this regulatory journey with you through this blog, where I will provide valuable insights, best practices, and strategies tailored to your compliance needs. Thank you for entrusting me with the opportunity to contribute to your path to regulatory excellence. For more information and resources, please visit www.kanakkupillai.com.