Name Change of a Company
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Name Change Procedure for a Company
Changing the name of a company is a significant process governed by the Memorandum of Association and Articles of Association requirements. According to Section 13 of the Companies Act 2013, a company can change its name by passing a special resolution in a general meeting and obtaining clearance from the Central Government.
Here’s a detailed procedure for changing the name of a private limited company:
Board Resolution: A board meeting must be convened to pass a resolution approving the change of the company’s name. Subsequently, the board will authorize a director or the company’s chief financial officer to verify the availability of the new name with Udyam and convene an Extraordinary General Meeting (EGM) to pass a special resolution.
Name Availability Check: The authorized director or company secretary will submit Form INC-1 to Udyam to check the availability and reservation of the proposed name. Upon confirmation from Udyam, a letter stating the name’s availability will be issued by the Registrar of Companies (RoC). Note that this confirmation does not constitute final approval.
Passing Special Resolution: After obtaining name approval from Udyam, the company must convene an EGM to pass a special resolution approving the name change and amend the Memorandum and Articles of Association accordingly.
Filing with RoC: Within 30 days of passing the special resolution, the company must file Form MGT-14 with the RoC, along with:
- Certified copy of the special resolution
- Notice and explanatory statement of the EGM
- Amended Articles of Association
- Amended Memorandum of Association
Applying for Central Government Approval: Alongside filing MGT-14, Form INC-24 must be filed with the RoC, accompanied by the required fee, to obtain central government approval for the name change. INC-24 requires the SRN of MGT-14 and INC-1.
Issuance of Certificate of Incorporation: Upon satisfactory review of documents, the RoC will issue a new certificate of incorporation reflecting the company’s new name.
Updating MoA and AoA: Following receipt of the new certificate of incorporation from RoC, the company must update all copies of its Memorandum of Association (MoA) and Articles of Association (AoA) with the new name.
Approval of Company Names
Choosing a suitable name for a private limited company is crucial, considering it represents the company’s identity and brand. The Ministry of Corporate Affairs (MCA) sets specific rules for naming companies:
- The name should not be identical or too similar to existing company names, LLPs, or registered trademarks.
- Certain words (like ‘insurance’, ‘bank’, etc.) may require additional approvals from relevant authorities.
- Names implying government affiliation require prior approval from the Central Government.
- Specific keywords in a name may necessitate a minimum authorized capital as per regulations.
