Change Company Name

Overview

The company name is the most important aspect of any business. Altering the name of a company constitutes a substantial modification, necessitating amendments to the Memorandum of Association and Articles of Association. Under the Companies Act 2013, a name change for a company is possible through a special resolution at the general meeting and with the consent of the Registrar of Companies (RoC) and the Central Government. A change in the company’s name does not equate to the formation of a new company or entity. The existing company will persist with its operations under the new name. Therefore, the following will remain unaffected by a company’s name change:

• The company’s rights or obligations
• Any legal actions involving or targeting the company

Guidelines for Naming a Company as per the Companies Act 2013

The Companies Act 2013 outlines specific guidelines for naming a company, whether it is a Private Limited, One Person Company (OPC), or Public Limited. The following conditions must be considered when selecting a company name:

1. Uniqueness:

   • The name must not resemble any existing company or registered trademark.
   • Simply joining separate words or using the plural form of an existing name does not create a unique name.

2. General Names:

   • Names that are too generic, such as “Cotton Company Private Limited,” are restricted.

3. Personal Names:

   • The company name cannot begin with a person’s name, e.g., “Ankita Private Limited.”

4. Undesirable Names:

   • The proposed name will be considered undesirable if it:
     • Violates the Emblem and Names (Prevention of Improper Use) Act
     • Infringes on a trademark
     • Includes offensive or misleading words

5. Alignment with Objectives:

   • The name should reflect the company’s objectives.

6. Specific Activities:

   • If the company is engaged in financial services such as chit funds, financing, or leasing, these activities must be indicated in the name.

7. Exclusion of Certain Words:

   • The name should not include terms indicating a different legal constitution, such as LLP, Trust, HUF, etc.

8. Suffix Requirements:

   • The name of a private company must end with “Private Limited.”
   • A One Person Company (OPC) must end with “OPC Private Limited.”
   • A public company must end with “Limited.”

Why Change

There are various reasons why a company may choose to change its name. Here are some common reasons:

Voluntary Name Change

The board of directors may opt for a voluntary name change. This is permissible, provided all conditions are met.

Shift in Business Focus

Should the company’s business focus shift, the board may decide to change the name to represent the new or expanded business objectives better. This would also necessitate modifying the company’s Memorandum of Articles.

Marketing or Rebranding Efforts 

For marketing strategies or to enhance brand positioning, a company might change its name. This could align with current trends or as part of entering a new market.

Ownership Transition

A change in ownership or a takeover often results in a name change to signify new management’s control and branding. 

Intellectual Property Rights (IPR)

Considerations To strengthen or avoid conflicts with trademark or copyright, a company may change its name.

Registrar of Companies (RoC)

Directive Following a complaint regarding name or trademark priority, the RoC may order a name change.

Leveraging Product/Service Popularity

To leverage its success, a company may rename itself after a top-rated product or service.

Procedure for Changing Company Name

The procedure for changing a company’s name is a legal process that involves the following steps:

The procedure to change the name of a private limited company involves several key steps:

Board Resolution: A board meeting is convened to pass a resolution for the name change, authorizing a director or company secretary to check the new name’s availability with the Ministry of Corporate Affairs (MCA) and to call an Extraordinary General Meeting (EGM).

Name Availability: The authorized person reserves and seeks approval for the new name using the MCA’s RUN (Reserve Unique Name) service. The proposed name must not be similar to any existing company name or trademark and must comply with the Companies (Incorporation) Rules, 2014.

Special Resolution: Following RoC’s approval of the name availability, an EGM is held where a special resolution is passed to change the company name and amend the Memorandum of Association and Articles of Association.

Registrar Application: The special resolution is filed with the RoC within 30 days, accompanied by Form MGT-14, which includes:

• Certified copy of the Special Resolution
• Notice of EGM
• Explanatory statement to EGM
• Altered MOA and AOA

Filing INC-24: After filing MGT-14, the company submits Form INC-24 to the RoC to seek the central government’s approval for the name change, along with the required fee. This form requires the SRN of MGT-14 and should be accompanied by:

• Certified minutes of the EGM
• Notice of the EGM
• Resolution agreement with member votes
• Approval order from authorities like SEBI, IRDA, RBI, etc., if applicable
• Altered MOA and AOA with the new name

Certificate of Incorporation: Upon satisfactory review of the documents, the RoC issues a new certificate of incorporation. The name change process concludes with this issuance.

This streamlined process ensures that the company’s name change is conducted legally and is properly recorded and recognized by the relevant authorities. The company can then operate under its new name, reflecting any changes in branding, ownership, or business direction.

Documents Required

The following documents are required for changing a company’s name:

For a company name change, the documents needed in addition to those for MGT-14 and INC-24 filings are:

• Certificate of Incorporation: The foundational document that legally establishes the company.
• Updated MOA and AOA: The Memorandum of Association and Articles of Association reflect the new name.
• Shareholders and Directors List: A current list of the company’s shareholders and directors.
• Authorised Director’s Digital Signature: The electronic signature of the director authorized for the name change.
• Business Address Proof: Evidence of the company’s registered business location.

For a company name change, the documents needed in addition to those for MGT-14 and INC-24 filings are:

• Certificate of Incorporation: The foundational document that legally establishes the company.
• Updated MOA and AOA: The Memorandum of Association and Articles of Association reflecting the new name.
• Shareholders and Directors List: A current list of the company’s shareholders and directors.
• Authorised Director’s Digital Signature: The electronic signature of the director authorized for the name change.
• Business Address Proof: Evidence of the company’s registered business location.

Compliances after name change of company

Following the Registrar of Companies’ issuance of a new certificate of incorporation, the company must update its name on all documents, including:

• MOA and AOA: All versions of the Memorandum of Association and Articles of Association.
• Company Seals: The common and official seals of the company.
• Financial Documents: Promissory notes and bills of exchange.
• Bank Accounts: The company’s bank account names.
• Regulatory Filings: Records with tax authorities, EPF, and ESI departments.
• Online Platforms: The company’s website and social media accounts.
• Tax Identifications: The company’s PAN (Permanent Account Number) and TAN (Tax Deduction and Collection Account Number).
• Corporate Stationery: Letterheads, business cards, and related materials.
• Official Registers: The company’s statutory registers.
• Contracts: Employment and business contracts.
• Licenses and Permits: Business licenses or permits must be updated to reflect the new name.

How to update the company name with authorities?

Updating a company name with the relevant authorities involves following specific procedures to ensure legal compliance. Here’s a detailed guide on how to update a company name:

Steps to Update Company Name with Authorities

1. Confirm Eligibility:
   • Ensure that the new company name complies with the legal requirements and is available for use.
2. Prepare Documentation:
   • Prepare the necessary documentation to reflect the new company name change. This may include articles of amendment, resolutions, and other legal documents.
3. Government Agency Notification:
   • Contact the appropriate government agency responsible for business registrations in your jurisdiction. This could be the business registrar, secretary of state, or a similar authority.
4. File Required Forms:
   • Obtain and complete the required forms for changing a company name. This typically involves submitting formal paperwork that includes the old name, new name, and other relevant details.
5. Pay Fees:
   • Ensure all required fees associated with the name change are paid. Fees may vary depending on the jurisdiction and type of business entity.
6. Submit Documentation:
   • Submit the completed forms and documentation to the relevant government agency for processing. This step may be done online or in person, depending on local regulations.
7. Wait for Approval:
   • After submitting the name change request, wait for the authorities to approve the change. This process may take some time, so be prepared for possible delays.
8. Update Legal Documents:
   • Once the name change is approved, update all legal documents, contracts, and agreements to reflect the new company name.
9. Update Business Records:
   • Update internal records, including tax filings, licenses, permits, and financial documents, with the new company name.
10. Notify Stakeholders:
    • Inform customers, vendors, and other stakeholders of the company name change. Update marketing materials, websites, and any other public-facing assets.
11. Verify Compliance:
    • Ensure that the company name change complies with all legal and regulatory requirements in your jurisdiction.
12. Maintain Records:
    • Keep thorough records of the name change process, including all documentation submitted and received from the authorities.