Changing the name of a company can be an exciting journey and is generally guided by an effort to rebrand itself or due to a paradigm shift in business priority. The change in the corporate name of Facebook to Meta defines a shift in the corporate brand but not the product label. While effecting a change in the company name, it is vital to steer through the compliance stipulations linked with the change in a company name to secure a seamless transition while at the same time observing the legal arrangements.
This blog post is going to explore compliance aspects relating to the changing of company names and give various valuable insights through a checklist to guide you in the process.
Reasons behind Changing the Name of a Company
Some of the reasons that cause changes in name include but are not restricted to:
- Brand dilution or confusion.
- Owing to modification in the product line or shift in the industry
- Owing to the length of the business name
- Owing to aversion to the name
- To avoid a likely IPR Issue or reinforce a trademark in its name
- Owing to ownership changes within a company
- Name being inappropriate to the line of business or field of operation
Procedure for Changing the Company Name
Here, we examine in stages the procedure for altering a company’s name as envisaged under the Companies Act 2013.
- Allow a minimum of seven days’ notice before commencing a board meeting to discuss the proposed alteration of the company’s name.
- Pass the necessary board resolution during the meeting so that the suggested name can be considered and approved.
- Lodging the File RUN (reserve unique name) application by using the MCA website with the directors of the company approving the new name and consenting to its reservation. If necessary, an NOC from a registered holder of the trademark is also included as an attachment.
- After the suggested name is approved, an extraordinary general meeting will be held to ratify the modification of the Memorandum and Articles of Association.
- Not more than 30 days after adopting the special resolution, present Form MGT-14 together with these documents.
- An authenticated true copy related to the special resolution.
- Announcing an Extraordinary General Meeting (EGM) and providing the requisite details through an explanatory statement to the shareholders.
- Amended memorandum of association plus article of association.
Application to Registrar of Companies
A special resolution will be submitted to the registrar within a month of the adoption of the resolution. Along with the special resolution, Form MGT-14 will also be submitted along with these documents, namely:
- Authenticated Special Resolution copy
- EGM notice for company name approval
- Modified Memorandum of Association
- Modified Articles of Association
- Detailed document or Explanatory statement before an EGM
After filing the MGT-14, filing the INC-24 is necessary with the registrar to secure approval from the Union Government for a modification in the name together with the specified fee.
INC-24 will be submitted after the filing of MGT-14 and asks for “Service Request Number (SRN) to show that the company legitimately approved the change of name.
Along with the INC-24, these prescribed documents also require submission:
- A verified copy of the EGM minutes in which the special resolution was adopted
- EGM Notice
- Document of the resolution agreement comprising the members formally voting in favour of or in disagreement with the resolution
- An approval order copy obtained from the relevant authorities such as IRDA, RBI, SEBI, etc., or the competent department
- Altered MOA and AOA with the new name of the company
- If name alteration is a consequence of the company’s shift in its primary operation, a chartered accountant certification mentioning details of the turnover from new operations must be enclosed.
- Any additional details can be furnished as optional attachments.
The registrar will grant a fresh certificate of incorporation bearing the new company name after the approval of Form INC-24, which works as a formal petition to the Registrar of Companies and certifies that the alteration is in tandem with the legal conditions stated by the MCA (Ministry of Corporate Affairs).
List of Additional Documents Essential for Company Name Change
The supported documents that are necessary apart from those filed with INC-24 and MGT-14 are as follows:
- Certificate of Incorporation
- Amended AOA and MOA
- Register of shareholders and board of directors
- Digital Signature of the designated director
- Evidence of registered address of the business
Timeframe for Alteration of Company Name
The duration needed for a company name change is 10 – 15 working days, considering that it requires several departmental permissions.
Compliances Following the Name Change
Certain compliances come into force after the implementation of the change in the name of the company, which are as follows:
- You should show the changed company name on each copy of the memorandum of association.
- Every letterhead, receipt or invoice, official document, and record related to them should carry the new and former names.
- Outside of the registered office, the new and previous names must be displayed for twelve months after the date of the change in the company name.
- An updating of the new name of the company should be present on every bank account and license acquired by the company from various agencies.
- Preparing a new PAN, tax deduction, and collection account number (TAN).
- Upgrading the latest name to incorporate into all the essential utility services providers such as phone bills, energy, and online network connections.
Should communicate the ensuing name change to all the competent authorities along with the other stakeholders, partners, or interested parties of the business or the company.
Altered Name of a Company Does Not Influence
- Any privileges and liabilities of the company
- Any litigations that remain unsettled against the company
- The legal responsibility to pay arrears in income tax
Submit Requisite Amendment Application Pursuant to the following Acts
- Shops & Establishment Act
- Goods and Services Act
- Factories Act
- Inter-State Migrant Workmen Act
- Foreign Exchange Management Act
- Private Security Agency Act
- ESI
- EPF
- Different Labour Laws
- Industry Specific Laws
Wrapping Up
Changing a company name involves a structured procedure with strict observance of compulsory rules and deadlines. From sanctioning board resolutions to obtaining the Registrar of Companies’ consent and amending related documents and registrations, every step needs to be taken with careful attention to detail. With this checklist in hand, companies can navigate through the process without any hitch and ensure conformity with regulatory requirements.
