A company or any organization can change its name whenever it wants, depending on its needs. The Company can consider changing its name due to factors such as a shift in business activity, a new branding plan, unification, or amalgamation. However, the Company Name Change should be done by following the rules, regulations, and procedures outlined in the Company Laws.
The Companies Act, 2011, has established a straightforward and unambiguous procedure to change the name of a company. After changing the Company’s name, it is essential to update it in the company’s Memorandum of Association (MoA), Articles of Association (AoA), PAN card, GST registration, TAN, etc. The Company Law dictates that approval by the board resolution, approval by a resolution with a 3/4 majority, and approval by the Government of India are needed to change the name of the Company.
The following are some of the general reasons why the company might consider a name change.
- Change in business activity of the Company.
- Change to reflect the brand name of the Company.
Here is the list of Documents required for the 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 changing a company name is similar to the process of incorporating a company. Selecting a name is a crucial step in the company name change process. Choose the name carefully depending on its availability. The proposed name should be unique and perfect for the business with which the Company is dealing.
Procedure to change the Company Name in India
Below is the step-by-step process of the Company Name Change:
- Passing a board resolution after the mutual agreement of the directors
- Checking the availability of the name
- Passing Special Resolution
- Applying to the Registrar
- Altering or incorporating the new company name in the MoA and AoA
Board Resolution for Name Change of Company in India
The Company that wants to change its name is required to hold or arrange a Board Meeting to pass a resolution considering the need and requirements for the name change of the Company. The meeting is also conducted to obtain authorization from the directors or the company secretary, if any. After getting the authorization, file the necessary form with the MCA to check if the proposed company name is available. 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 the new name.
After authorizing the board resolution for the company name change, the person who authorized it can apply with the MCA to verify the availability of the suggested name. It is always essential that the proposed name for a company be unique and match the guidelines of the Trademark Registry and the Ministry of Corporate Affairs.
Special Resolution by Shareholders
After the MCA approves the proposed name, an extraordinary general meeting must be conducted to obtain shareholder approval through a special resolution for a name change, modification, or alteration of the Company’s Memorandum of Association (MOA) and Articles of Association (AOA).
Filing of resolution and Application to Registrar
After the Company’s shareholders pass the Special resolution, it must be filed with the ROC in e-Form MGT-14 within 30 days. After filing MGT-14, an application for approval of the company’s name change in e-form INC-24 needs to be filed with the MCA, along with all required documents and the payable fees.
Obtaining a new Certificate of Incorporation
Once the approval for the Company Name Change application is received, the Registrar will issue a new Certificate of Incorporation for the Company after conducting all necessary verification processes. The name change process for the Company is completed soon after the issuance of a new certificate of incorporation. The new name will then be effective from that date.
Incorporate the necessary alterations to the MOA and AOA.
After issuing a certificate of incorporation, the Company must take the necessary steps to formally use the new name in the Memorandum of Association (MOA) and Articles of Association (AOA). The Company’s new name must be incorporated in all its business letters, letterhead, notices, billing headers, and other official publications.
