Online Change Company Name in India
A company being a legal entity, is required to have a name of its own to establish a Separate identity in the market. The name of a company is a symbol of independent corporate existence of it. The initial clause in the Memorandum of Association or MOA of the company states the name by which a company will be known to the public. The company is allowed to adopt any suitable name provided that the name is not undesirable.
Change in the Name clause of the Company involves the Alteration of Memorandum of Association and Articles of Association of a Company. Section 13 and Section 14 of the Companies Act, 2013 regulates the procedure of amendment in the Memorandum of Association and Articles of Association respectively and is also applicable to all the Companies.
Section 13 of the Companies Act, 2013, deal with a change in the name of a company which says that the name of a company can be changed by a passing a special resolution and also with the complete approval of the Central Government of the country. An approval from the Central Government is not required if the change is related to the addition or deletion of the word "Private" to the name of the company.
What is the Need to Change Company Name in India?
The primary need to Change Company Name is as follows:
- Voluntary Change
- Change in the Business Objective
- Enhance the Brand Value
- Discard Boundaries Assumed by Name
The directors or the shareholders can voluntarily decide to change company name mutually for any justified reason. The names can be used to reflect the vision or any other characteristic of the company. To make the company name relatable and easy for the day to day consumer can also be one reason to change company name.
Change in the Business Objective
Change in company name may be required due to a change in the business objective. If the company name does not truly reflect the new altered objective, it can then be changed in line with the new objective. The company is required to apply for a change in company name if the Registrar has directed to do so in such a case.
Enhance the Brand Value
Name always assumes the brand value of the company and intention to improvise the brand value is often a primary reason to change company name. Also, industries where the trends change over a certain period of time, an appropriate company name can be chosen to be in accordance with the trend and also create a distinct identity. Change company name can prove to be a good marketing strategy for enhancing the brand value.
Discard Boundaries Assumed by Name
By use of certain words representing geographical region or offerings, the company name defines the boundary of operations. Expansion by capturing the wide market includes demands that includes certain removing boundaries assumed by the company name. Further, if the company name has become irrelevant to the products or services offered it should be changed to target the right consumers.
Other important Points for Change Company Name in India
The other important points for Change Company Name in India are as follows:
- The new approved name should be reserved for a time period of 60 days.
- The change company name should not be allowed for the following Companies:
- It is not primarily important that the changed company name must reflect the primary object of the Company. However, the same is always recommendable by the authorities.
- In a case of conversion of a Company from private to public, the deletion of the word “private” does not involve any change in name clause procedure of the company.
1. The company which has not filed the annual returns in e-Form MGT-7 or financial statements in e-Form AOC-4;
2. The company which has failed to pay or repay the matured deposits or debentures or interest thereon.
Documents Required for Change Company Name in India
The essential documents required for Change Company Name in India are as follows:
- Digital Signature Certificate of one of the authorised directors to be provided;
- A copy of the latest amended Memorandum of Association and Articles of Association of the company;
- Certificate of Incorporation of the company to be provided;
- Copy of PAN card of the company should be provided;
- Complete Minutes of the members meeting.
What is the Procedure for Change Company Name in India?
The process of Change Company Name in India is as follows:
- Passing of Board Resolution
- Checking Name Availability
- Passing Special Resolution
- Applying to Registrar
- Issuance of Certificate of Incorporation
- Incorporating Company Name in MOA and AOA
Passing of Board Resolution
When all the partners are mutually agreed a Board Meeting should be called for the passing a resolution to change the company name. In the Board Meeting, the Board of Directors will thoroughly discuss and approve the change in the name of the company.
After the approval for the same Director or the CS of the company will be authorised to check name availability with the Ministry of Corporate Affairs. And, also the Director or CS of the company will be authorised to call for an Extra-Ordinary General Meeting for passing the special resolution for a change company name.
Checking Name Availability
The authorized Director or Company Secretary is required to apply in RUN form to the Ministry of Corporate Affairs for checking the availability of name and approving the name of the company. This process is same as the process that is adopted at the time of initial name approval of the company.
Registrar of Companies will be sending a letter stating that the proposed name by the members is available. Please note that this will not be considered as the final approval of the company name, it is simply a confirmation from Registrar of Companies that the proposed name is available.
The name proposed should not be similar to any another existing company name, and it should not include the word “state.” The other basic conditions existing at the time of initial name approval also exists in this situation.
Passing Special Resolution
Once the proposed new name is approved by the Ministry of Corporate Affairs, the company is required to call for an Extra-ordinary General Meeting. A special resolution should be passed for the changing of name and make the required change in the company's Memorandum of Association and Articles of Association.
Applying to Registrar
A special resolution is required to be filed with the Registrar of Companies within a time period of 30 days of passing the special resolution. With the passed resolution, Form MGT-14 should also be filed which contains the complete details about the passed special resolution in the extraordinary general meeting.
Following documents are required to be submitted with MGT-14:
- A certified true copy of the Special Resolution;
- Notice of the Extraordinary General Meeting;
- Explanatory statement to the Extraordinary General Meeting;
- The altered Memorandum of Association;
- The altered Articles of Association;
Once Form MGT-14 is filed, the company is required to file form INC-24 with the Registrar of Companies for taking an approval of the central government for change company name along with the fees prescribed for the same.
Form INC-24 is required to be filed after form MGT-14. Since, form INC-24 specifically asks for the SRN of MGT-14 form filed with Registrar of Companies. SRN of RUN is also required to be mentioned in form INC-24. Along with form INC-24, a copy of the minutes of the Extra-Ordinary General Meeting where a special resolution was passed, also needed to be submitted.
In form INC-24, reasons for the change company name, details about the total number of members who attended the Extraordinary General Meeting, the total number of members voting in favour or against the special resolution, and total percentage of shareholding is also required to be mentioned.
Issuance of Certificate of Incorporation
If the Registrar of Companies is completely satisfied with the documents submitted, he/she will issue a new Certificate of Incorporation to the existing company.
The change company name process will not be considered as completed until the new Certificate of Incorporation is issued by the Registrar of Companies.
Incorporating Company Name in MOA and AOA
Once the new Certificate of Incorporation is received from the Registrar of Companies, the changed company name should be incorporated in all the copies of MOA and AOA.
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FAQs of Change Company Name
The procedure for change company name in India is as follows:
- Organise a Board Meeting;
- Confirming the Availability of the Proposed Name;
- Convene an Extraordinary General Meeting;
- Filing of the Special Resolution and Application to the Registrar of Companies;
- Obtaining the Certificate of Incorporation.
The following forms are needed to be filed:
- The existing company is required to reserve the name through ‘RUN’ form.
- After the name is approved form MGT-14 (necessary resolution for the alteration of Memorandum of Association and Articles of Association (MOA and AOA) is required to be filed.
- Form INC-24, i.e., application for approval of the Central Government for change company name is needed to be filed to give effect to change in the name of the company.
It usually takes around a time period of 3-4 working days in total to change company name on the Companies House register in India.
No, the stamp duty is generally paid on the allotment of shares and further, the alteration is not adoption of a new sets of memorandums anyhow.
In such a case the company name has to be re-applied. Further, it is always recommendable to attach the previous name approval letter that got expired.
No, the name of company has to be reserved in case of change company name of an existing Company through RUN form only.
To change company name in India, a special resolution of members is required to be passed in an extraordinary general meeting. The most commonly used way to change company name is by passing a special resolution of the members. A special resolution is simply a formal decision that should be agreed on by at least 75% of the members' votes. A special resolution can be passed in a general meeting or in writing.
In case any company wants to change its object clause, it can do so by passing the necessary resolution and file eForm MGT-14.