The name of the Company can be changed by passing a special resolution in a board meeting. Section 13, of companies, act deals with the Company's name change process. Once MCA gives its approval for the name change in the memorandum of association and in the article of association is also mandatory.
Only 3 steps to follow
Let us know the changes to be done
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& Draft Resolutions
File the necessary documents on MCA portal
Change Company Name
As per the provisions in Section 13 of the Companies Act of 2013, a company may change its name by simply passing a resolution in its general meeting. But, approval from the Central Government and updating with the Registrar of Companies (RoC) is necessary for the change to come into effect. Also, the Articles of Association and the Memorandum of Association of the company go through a significant alteration.
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However, please note the following points related to the changing of name by a company-
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The change of name, by no means, shall affect any rights/obligations of the company and any legal proceedings continued against/by the company in its former/new name.
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However, the commencing of any fresh legal proceedings against the company in the former name is not valid, after the new name has been registered by the Registrar of Companies (RoC). The company in its old name should be treated to be non-existent. However, the new name can be substituted by amending the plaint.
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The legal proceedings commenced by the company in its old name can be continued under the new name.
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The entity of the company continues despite the change in name.
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Guidelines as per Companies Act
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Companies Act 2013 prescribes the conditions related to naming the Company whether it is Private Limited, OPC or Public Limited. Following are the conditions which have to be kept in mind while selecting the name for the Company:
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MCA ensures the name applied doesn't resemble the name already registered as a company or trademark. Mere joining the separate words or using the plural version of the existing name doesn’t make it unique.
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MCA restricts the names which are too general, such as Cotton Company Private Limited.
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The name of the Companies cannot start with the name of the person, for instance, Ankita Private Limited.
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The proposed name shall be undesirable if it violets the following conditions:
• Violets Emblem & Name Act
• Violates Trademark
• Includes offensive or misleading words
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The name selected for the Company shall align with the objects of the Company.
If the Company is incorporated to engage in the business of providing financial services such as chit fund, financing, leasing, etc. shall indicate such activities in its name.
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The name shall not include the words that indicate any constitution or any legal person such as, LLP, Trust, HUF, etc.
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The last words of a Private Company shall end with Private Limited, One Person Company with OPC Private Limited, and the Public Company shall end with the word Limited.
Procedure to change the Name
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Conduct Board Meeting:
The proposed name shall be discussed by the directors of the Company. Notice of 7 days is issued to the directors to conduct the board meeting to pass the necessary resolution for the approval of name change. Following resolutions are passed in a board meeting:
• To authorize the Company Secretary or Director to apply ROC for confirming the availability of name selected.
• To fix the date, time and venue to conduct EGM to approve the new name after it is approved and for the alteration of MOA The Company shall keep in mind that no two companies can be registered with the same name.
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Check The Name Availability:
Company shall check the name for its availability through MCA. It can be checked whether the same name is registered as a trademark or as a company from the drop-down menu of "Public Search of Trademark" and "Check Company Name".
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Apply Online For Name Approval:
After the name is checked and the same is available, it can be applied through new web service RUN. Up to two names can be applied through this form with the prescribed fee of INR 1000. In case the Company is changing its name shall attach the board resolution for authorizing the same as an attachment to this form. After thorough scrutinizing the application, ROC either approves the name or puts it to resubmission. The name approved by ROC remains valid for 20 days from such approval.
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Conduct Extra-Ordinary General Meeting:
After the name is approved by ROC, and the name approval letter is received by the Company, shall call and convene the EGM to pass the necessary Special Resolution for approval of name change and making amendment to MOA & AOA.
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Filing With ROC:
Within 30 days of conducting EGM file the special resolution with ROC in form MGT-14 (the form is available on the official website of MCA and can be downloaded as a zip file) along with the following documents annexed with the form:
• CTC of Special Resolution passed
• Notice of EGM along with an explanatory statement
• Altered MOA
• Altered AOA
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Approval Of Central Government:
Company has to take the approval of the Central Government for the name change and alteration in MOA by filing form INC- 24. Copy of minutes of EGM in which the Special Resolution was passed shall be attached to this form.
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New Certificate Of Incorporation:
After the process of name change is completed, ROC shall issue the new COI with the amended name mentioned on it. The new name becomes effective since the issuance of new COI.
FAQs
1. What are the impacts of the name change on the Company?
Changing of existing name doesn't have any impact on the legal identity of the Company. Changing the name is not creating a new entity. The changed name doesn't affect:
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the existing rights of Companies
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the legal proceedings against the Company pending in the old name
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the legal proceeding initiated by the Company in the old name.
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2. What are the dont's while selecting Company Name?
A business name shouldn’t be similar to another existing name. Few things that do not make a name unique in comparison to an existing name: Making a plural version, Changing the letter, hiding or adding a space between two words or adding punctuation marks, Changing word to number or number to word Intentionally mis-spelling the words, Translating Hindi words to English or vice versa Offensive or abusive words.
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3. What can be the reasons in general for a name change?
The Company usually undergoes changing its name for following general reasons:
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If the Company is changing its business activity
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A company willing to change the existing name to reflect the brand it deals with
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In cases the government orders to do so
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4. What is the validity period of the Company Name that is approved?
An approved name is valid for a period of
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20 days from the date of approval (in case name is being reserved for a new company) or
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60 days from the date of approval (in case of change of name of an existing company).
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5. Can the name approval letter be sustained after the expiry of the time limit to file a resolution with ROC?
Name approved by ROC remain valid for 20 days within which the special resolution shall be passed, and filed else approval letter becomes void.
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6. Do we have to change the name of the company because we are altering the objectives of our company? Do these both go hand in hand?
No, both of these are not interdependent. You do not have to change the name of the company in every case. However, if the present name, in no way reflects the new activities undertaken by the company, the Registrar of Companies may request the business to change the name of the company so that it has some relations to the new activities performed by the business.
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7. What is the expected time taken to complete the process of the name change?
A name change can take 15 to 20 days to be completed as approval by ROC varies depending upon the state to state.
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8. I have got the RoC approval for changing the name of my company. Where should I update this change in the name?
After you have received the new Certification of Incorporation from the RoC, you need to update the new name in all or more of the following-
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In the office seal
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In the promissory notes, hundies, bills of exchange and other such official publications
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Inform the bank where the current account of the company is in operation.
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Inform concerned Government authorities such as CDSL, NSDL, Tax authorities, PF & ESI authorities, etc.
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Inform the customers and suppliers
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In social media accounts and company websites
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In Email footers
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In the company PAN and TAN
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On company stationery - letterheads, business cards, etc.
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Voicemails, messages on answering machines
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Company registers
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Employment Contracts
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Update business licenses or permits
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Supplier Contracts