{"id":20187,"date":"2023-09-21T14:14:27","date_gmt":"2023-09-21T08:44:27","guid":{"rendered":"https:\/\/www.kanakkupillai.com\/new-learn?p=20187"},"modified":"2026-01-29T18:55:02","modified_gmt":"2026-01-29T13:25:02","slug":"legal-aspects-of-changing-your-business-name-clause-a-step-by-step-guide","status":"publish","type":"post","link":"https:\/\/www.kanakkupillai.com\/learn\/legal-aspects-of-changing-your-business-name-clause-a-step-by-step-guide\/","title":{"rendered":"Legal Aspects of Changing Your Business Name Clause: A Step-by-Step Guide"},"content":{"rendered":"

A complete grasp of how to effectively carry out the change is a good idea if you change an organization\u2019s legal name. The company\u2019s name has served as its brand throughout its existence; before company registration<\/strong><\/a>, 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 afterward. This article fully explains some dos and don\u2019ts while selecting the process to alter the name.<\/p>\n

Here are some of our suggestions for best practices and answers to frequently asked issues regarding changing a company\u2019s legal name<\/strong><\/a>.<\/p>\n

Provisions for Changing the Name of a Limited Company in India<\/h2>\n

Let\u2019s start by going through the basic guidelines for the business\u2019s name change<\/strong><\/a>, which are as follows:<\/p>\n

Sections 13(2) and 13(6) allow a corporation to change its name with the Central Government\u2019s written authorization and use a special resolution. However, suppose the business\u2019s name is changed in connection to the inclusion or deletion of the word \u201cPrivate,\u201d which would cause the firm to transition from Private to Public and vice versa. In that case, the Central Government\u2019s approval is not required.<\/p>\n

Section 13(3) \u2013 The Registrar must update the former name of the business in the register of companies whenever the company\u2019s 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<\/strong> is obtained, such name changes for the business are incomplete and meaningless.<\/p>\n

Section 4(2) \u2013 The company name stated in the memorandum must be distinct from any other current company with a name that is registered under the Company\u2019s Act or any company legislation that existed before the Company\u2019s 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.<\/p>\n

Section 4(3) \u2013 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.<\/p>\n

Or any phrase or word that requires prior permission from the central government to use or whose usage is controlled by the central government.<\/p>\n

Rule 29(1) of the Companies (Incorporation) Rules 2014<\/p>\n

This restriction constrains the company\u2019s ability to change its name. Whose financial statements are still due for submission with the Registrar, or whose annual reports have not been submitted?<\/p>\n

The Steps For Changing a Company\u2019s Name<\/h2>\n

The company that wants to change its name should follow the steps listed below:<\/p>\n

1. Board of Directors Resolution<\/h3>\n

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\u2019s CS or one of its directors permission to check the name\u2019s registration with MCA. The board will also conduct an EGM to approve a special resolution.<\/p>\n

2. Check if the Name is Available<\/h3>\n

The designated director or company secretary<\/strong> will apply for the new name to be reserved and approved using the MCA\u2019s 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.<\/p>\n

3. Adopting a Special Resolution<\/h3>\n

Once the ROC approves the name\u2019s 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.<\/p>\n

4. Submit an Online Application<\/h3>\n

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.<\/p>\n

5. Hold EGM<\/h3>\n

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.<\/p>\n

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.<\/p>\n

6. Filing of Mgt-14<\/h3>\n

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\u2019s name to the ROC for authorization once approved at the EGM.<\/p>\n

The business must utilize Form MGT-14<\/strong><\/a> 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.<\/p>\n

7. Central Government Approval<\/h3>\n

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.<\/p>\n

8. New Certificate of Incorporation<\/h3>\n

Following completion of the company name change procedure<\/strong><\/a>, ROC may issue a new Certificate of Incorporation with the altered name. The new name will become effective when a new Certificate of Incorporation is issued.<\/p>\n

Inform any relevant government agencies, like stock exchanges, taxation and excise authorities, officials, and so on, about the alteration in the company\u2019s 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.<\/p>\n

Documents Needed to Change the Company Name<\/h2>\n

Two sets of paperwork must be submitted to request a name change for an established business. The company\u2019s 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.<\/p>\n