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Posted on April 24, 2021
A company or any organization can change its name whenever it wants, depending on its need. The company can conclude for a change of its name due to anything such as a shift in business activity, new branding plan, unifications and amalgamation, etc. However, the Company Name Change should be done by following the rules and regulations and procedures declared under the Company Laws.
The Companies Act, 2013 have established a clear and non-ambiguous procedure to change the name of a company. After changing the name of the company, it is important and necessary to change the same in the Company’s MoA, AoA, PAN card, GST, Tan etc. The Company Law dictates that the approval of directors by board resolution, approval of shareholders by a resolution with 3/4th majority and the approval by the Government of India are needed to change the name of the Company.
Following are some of the general reasons for the company that goes for a name change
- Change in business activity of the company.
- Change to reflect the brand name of the company.
Here are the list of Documents required for Company Name Change
- Present or latest Certificate of Incorporation
- Altered MOA and AOA of the company
- List of Shareholders and Directors of the company
- Preference Name(s) in order of predilection.
- Digital Signature Certificate of the authorized director
- Letterheads approximately 10 and rubber stamps of the directors of the company
- Notice of EGM conducted for passing a special resolution of shareholders
- The explanatory statement to EGM
- Certified copy of Special Resolution
The process of Company name change is similar to the process of incorporation of a company. Selecting the name is a very important aspect in the process of the company name change. Choose the name carefully depending on its availability, the proposed name should be in such a way that it must be unique and it should be perfect for the business which the company is dealing with.
Procedure to change the Company Name in India
Below is the step-by-step process of Company Name Change:
- Passing board resolution after the mutual agreement of directors
- Checking availability of the name
- Passing Special Resolution
- Applying to Registrar
- Altering or Incorporating the new company name in MoA and AoA
Board Resolution for Name Change of Company in India
The company which wants to change the name is required to carry on or arrange a Board Meeting to pass a resolution, considering the need and requirement for the name change of the company. The meeting is also conducted to get authorization of the directors or company secretary if any. After getting the authorization, file the needed form with MCA to check whether the proposed name for the company is available or not. A resolution to convoke an extraordinary general meeting for obtaining the shareholders’ approval can also be passed in the same board meeting.
Check the availability of new name
After authorizing the board resolution for the company name change, the person who has authorized can file an application to the MCA to verify the availability of the suggested name. It is always important that the proposed name for a company should be unique and it should be in such a way that it must match with the guidelines of the Trademark Registry and Ministry of Corporate Affairs.
Special Resolution by Shareholders
After the approval of the proposed name by the MCA, an extraordinary general meeting is needed to be conducted to receive the approval from the shareholders in a way of special resolution for name change and modification or alteration of MOA and AOA of the company.
Filing of resolution and Application to Registrar
After getting the Special resolution by the company’s shareholders, it has to be filed with ROC in e-Form MGT-14 within 30 days. After filing MGT-14, an application for approval of name change of the company in e-form INC-24 is needed to be filed with MCA with all required documents and payable fees.
Obtaining new Certificate of Incorporation
Once getting the approval of the Company Name Change application, the Registrar will issue a new Certificate of incorporation for the company after conducting all needed verification process. The name change process of the company is completed soon after the issuance of new certificate of incorporation, then the new name will be effective from that date.
Incorporate the necessary alterations to MOA and AOA
After the issuance of a new certificate of incorporation, the company has to take necessary steps to include the new name formally in the Memorandum of Association (MOA) and Articles of Association (AOA). The company’s new name has to be incorporated in all its business letters, letter papers, all its notices, billing heads, and also in other official publications.