PROCESS OF CHANGE IN NAME OF THE COMPANY

Every company has a name which defines the identity of the business. The name must be a unique one to make it different from other business entities. The first clause in the Memorandum of Association is the name clause. Thus, the company must adopt a suitable name that is not undesirable. A company may change its name any time pursuant to the provisions of Section 13 of the Companies Act, 2013, after its incorporation. Name of the company can be changed in any of the following ways:

1. Change of name from “Private Limited” to “Limited”
2. Change of name from “Limited” to “Private Limited”
3. Change of name from ABC Limited to XYZ Limited.

First two are the examples of change of name from private limited company to public limited company and vice-versa. Third is the example of complete change of name. It must be noted that in case of addition or deletion of the word “PRIVATE” in the name, approval of shareholders by way of special resolution is sufficient. But in case of complete name change (refer third example) the approval of Central Government is obtained along with the approval of the shareholders.

Sub-Section 2 of section 4 of the Companies Act, 2013 provides that no company shall be registered by name which:

• Is identical with or resemble too nearly to the name of the existing company registered under this Act or any previous Company Law, or
• Will constitute an offence under any law for the time being in force, or
• Is undesirable in the opinion of the Central Government.

RESTRICTION ON CHANGE OF NAME

The change of name shall not be allowed to a company

• Which has not filed annual returns or financial statements due for filing with the registrar, or
• Which has failed to pay or repay matured deposits or debentures or interest thereon.
• On which there are any proceeding pending in the court of law.

PROCESS FOR CHANGE OF NAME OF THE COMPANY

Step 1: Convene a Board meeting

Convene a board meeting to:

• Decide the agenda of the general meeting
• Propose new names of the company (maximum 2 names can be proposed)
• Attach the agenda of the meeting

Step 2: Reservation of Name with ROC

The company shall reserve name of the company by filing of RUN form (web-based form) with the ROC after passing board resolution in duly convened board meeting. The application for name reservation must be made with the following enclosures:

• Copy of Board Resolution
• Approval of owner of Trade Mark or the applicant of such application (if the proposed names are based on the Trade Mark or is the subject matter of an application under the Trade Marks Act, 1999)

 After proper scrutiny of the proposed name the ROC shall give approval of name to the company.

Step 3: Issue notice of the General Meeting

Upon approval of name by the ROC, the directors shall convene a meeting to

• Fix the date, time and venue of the Extra-Ordinary General Meeting for seeking approval of shareholders for change of name.
• Issue notice along with explanatory statement to all the shareholders, directors and auditors of the company.

The notice must be issued at least 21 clear days before the date of the meeting. It must be noted that, notice can be sent at shorter notice with consent of at least majority of shareholders (in number) and ninety five percent of such part of the paid-up share capital of the company giving such right to vote.

Step 4: Convene Extra-Ordinary General Meeting

Convene the extra-ordinary General Meeting on the decided date, time and venue to check:

• The quorum
• Whether the auditor is present, if not then leave of absence is granted or not.
• Pass the special resolution
• Approval of alteration of MOA

Step 5: File form MGT-14 with ROC

Once the special resolution is passed, file form MGT-14 with the ROC within 30 days of passing special resolution along with necessary enclosures and prescribed filing fees. Following are the enclosures to form MGT-14:

• Copy of Notice along with the explanatory statement
• Altered Memorandum of Association (MOA)
• Altered Articles of Association (AOA)
• Copy of Special Resolution passed
• Copy of Board Resolution

Step 6: File Form INC-24 with the ROC

File form INC-24 with ROC within 30 days of passing special resolution along with the necessary enclosure and prescribed filing fees. Following are the enclosures to Form INC-24:

• Copy of Notice along with the explanatory statement
• Altered Memorandum of Association (MOA)
• Altered Articles of Association (AOA)
• Copy of Special Resolution passed
• Minutes of the General Meeting

Step 7: Certificate of Incorporation

After submitting the required forms along with the necessary enclosures, the ROC shall scrutinize the forms. Upon satisfying himself, the ROC shall register the new name of the company and shall issue fresh certificate of incorporation. It must be noted that, the new name shall be effective only upon receiving new certificate of incorporation, and not before that.

POST- COMPLIANCE AFTER NAME CHANGE

• Printing of new stationary with new name along with earlier name to be written as (Formerly known as _____________)
• Intimating necessary authorities about the name change of the company
• The company shall display the new name of the company along with the former name, outside their registered office and the branch offices, if any continuous period of one year, from the date of the last name change.
• The company shall also display its new name on the letterheads, bill books, visiting cards etc.