• Subhasish Rath

Procedure for Changing The Name of Private Limited Company in India



The name of a private limited company can be changed at any time after company registration with the approval of the shareholders and Ministry of Corporate Affairs (MCA) through an online process. The name of a private limited company may have to be changed for a number of reasons including change of objective of the business, change of management, rebranding, etc., The name of a private limited company can be changed at any time with the approval of the shareholders and Ministry of Corporate Affairs (MCA) . As per section 13 of the companies act 2013, a company may change its name by passing a special resolution in a general meeting and receiving approval from the central Government.


A company’s name can be changed due to following conditions:


1. Voluntary Change: The directors or the shareholders may voluntarily decide to change the business name mutually for any justified reason. Names can be used to reflect the vision or any characteristic of the company. Making the name relatable and easy for the consumer can also be a reason to change the business name.


2. Change in the business objective: Change in the name may be required due to a change of business objective. If the name does not truly reflect the altered objective, it can be changed in line with the objective. The company must apply for a change if the Registrar has directed to do so in such a case.


3. Rebranding: Name assumes the brand value of the company and intention to improve the brand value is often a reason to change the name. Also, in industries where trends change over a period of time, an appropriate name can be chosen to be in line with the trend and create a distinct identity. Change of name can prove to be a good marketing strategy to enhance the brand value.


4. Discard Boundaries assumed by the name: Name assumes the brand value of the company and intention to improve the brand value is often a reason to change the name. Also, in industries where trends change over a period of time, an appropriate name can be chosen to be in line with the trend and create a distinct identity. Change of name can prove to be a good marketing strategy to enhance the brand value.


PROCEDURE FOR CHANGING NAME OF A COMPANY


1. Organize a board meeting

A board meeting should be called for passing a resolution to change the company name. In the meeting, the board of directors will discuss and approve the change in name, authorizing a Director or the CS of the company to check name availability with MCA, and calling Extra-Ordinary General Meeting for passing a special resolution.


2. Checking the name availability: The authorized director or company secretary will apply in form INC-1 to MCA for checking name availability and approving the name. ROC will send a letter stating that the proposed name is available. The proposed name shouldn’t be similar to another existing company name, and it shouldn’t include the word “state.” Other conditions existing at the time of initial name approval exist in this situation also.


3. Passing a Special resolution: Once a name is approved by the MCA, the Company must conduct an extraordinary general meeting and pass a special resolution for change of company name, and consequential changes to the Memorandum of Association and Articles of Association.


4. .Filing of Special Resolution and Application to the Registrar:

A special resolution will be filed with ROC within 30 days of passing the resolution. With it, Form MGT-14 will also be filed which contains the details about the special resolution. Following documents are submitted with MGT-14:

§ Certified copy of Special Resolution,

§ Notice of EGM,

§ The explanatory statement to EGM,

§ Altered MOA

§ Altered Articles of Association

Once MGT-14 is filed, the company needs to file INC-24 with the RoC for taking approval of the central government for a name change along with the prescribed fee.

INC-24 will be filed after MGT-14 is filed since INC-24 specifically asks for SRN of MGT-14 filed with ROC. SRN of INC-1 also needs to be mentioned in INC-24. Along with INC-24, a copy of the minutes of the Extra-Ordinary General Meeting where the special resolution was passed also needs to be submitted.

In INC-24, reasons for the name change, details about the number of members who attended the EGM, number of members voting in favor/ against the resolution, and percentage of shareholding are also mentioned.

5. Issuance of New Certificate of Incorporation: If the Registrar of Companies is satisfied with the documents, it will issue a new certificate of incorporation.

The company name change process isn’t completed until the new certificate of incorporation is issued by the ROC.

6.Make Changes to MOA and AOA: Subsequent to the issuance of the new incorporation certificate, steps must be taken to incorporate the new company name in all the copies of the Memorandum of Association, Articles of Association, and Certificate of Incorporation issued by the Registrar.


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