Name Change - Company
Changing a private limited company’s name is a legal process that requires obtaining approval from the Ministry of Corporate Affairs (MCA). This process includes filing fees for name reservation and final approval, with professional services for the name change being subject to GST.
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Company Name Change: A Comprehensive Guide
In India, a company name change is a strategic move that can rebrand a business and align it with new goals. The process is governed by the Companies Act, 2013, and requires a formal legal procedure. It’s important to note that a name change does not create a new legal entity; the company’s rights, obligations, and legal standing remain intact.
FileMyFirm provides expert guidance and seamless support for your company name change procedure, ensuring legal compliance and a smooth transition.
Legal Requirements for Changing a Company Name
A company can change its name by passing a special resolution (requiring 75% shareholder approval) and obtaining approval from the Registrar of Companies (RoC).
- Restrictions: A company cannot change its name if it has defaulted on statutory filings with the RoC or has failed to repay deposits or debentures. The proposed name must not be identical or too similar to an existing company or trademark.
Step-by-Step Company Name Change Process
The how to change company name procedure is a multi-step process that demands careful execution.
1. Board Resolution & Name Reservation
The process begins with a board meeting where a resolution is passed to approve the proposed name change. An authorized director or company secretary then checks the availability of the new name on the MCA portal using the RUN (Reserve Unique Name) facility.
2. Special Resolution by Shareholders
After the name is approved, the company must convene an Extraordinary General Meeting (EGM). At this meeting, a special resolution must be passed by the shareholders to formally approve the name change and the necessary amendments to the Memorandum of Association (MOA) and Articles of Association (AOA).
3. Filing Forms with RoC
Within 30 days of passing the special resolution, the company must file two essential e-forms with the RoC:
- Form MGT-14: Filed to register the special resolution with the RoC.
- Form INC-24: Filed to seek final approval from the Central Government for the ROC name change.
4. New Certificate of Incorporation
Upon verifying all the submitted documents, the RoC issues a new Certificate of Incorporation reflecting the updated name. The name change is officially effective from the date of this new certificate.
Post-Name Change Compliance
After the new certificate is issued, the company must update its name on all legal and operational documents, including:
- Company’s PAN and TAN
- Bank accounts
- Business licenses and registrations
- Letterheads, websites, and all business communication materials
- Statutory registers and official seals
Streamline Your Company Name Change with FileMyFirm
Changing a company name is a complex legal process that requires attention to detail. FileMyFirm offers end-to-end services to handle all aspects of your company name change procedure. Our experts ensure all forms, resolutions, and filings are accurate and submitted on time, guaranteeing a smooth and legally compliant transition.
Frequestly asked questions ( FAQ )
A company may decide to change its name for various commercial or legal reasons, including:
Rebranding: To reflect a change in the company’s business activities, market strategy, or corporate identity.
Merger/Acquisition: To adopt a new name following a merger, acquisition, or amalgamation with another entity.
Trademark Issues: To resolve a conflict with an existing registered trademark or to register a new, more distinct trademark.
Director/Promoter Change: When a significant change occurs in the management or ownership of the company.
The name change is a legal, event-based compliance procedure governed by the Companies Act, 2013, and typically involves these steps:
Board Resolution: The Board of Directors passes a resolution to approve the name change and authorize the application for the new name.
Name Reservation: File the new proposed name with the Registrar of Companies (RoC) using Form RUN (Reserve Unique Name) for approval.
Special Resolution: Once the name is approved, the company holds an Extraordinary General Meeting (EGM) to pass a Special Resolution (requiring 75% majority) to approve the name change and alter the Memorandum of Association (MOA) and Articles of Association (AOA).
ROC Filing: File the necessary statutory forms with the RoC for final approval.
New Certificate: The RoC issues a new Certificate of Incorporation with the changed name.
The company must file two essential e-forms with the Registrar of Companies (RoC) within 30 days of passing the Special Resolution:
Form MGT-14: Filed to register the Special Resolution passed by the members with the RoC.
Form INC-24: Filed to seek the final approval from the Central Government/RoC for the name change.
The primary documents and resolutions required for the filing include:
Certified copy of the Special Resolution passed by the shareholders.
Minutes of the Board Meeting where the name change was approved.
Altered copies of the Memorandum of Association (MOA) and Articles of Association (AOA).
No-Objection Certificate (NOC) from any creditors, if applicable.
A certified copy of the RUN form confirmation for name approval.
The change in the company’s name is legally effective only from the date on which the Registrar of Companies (RoC) issues a new Certificate of Incorporation reflecting the updated name. After this, the company must update the name on all official records, including its PAN, TAN, bank accounts, and business licenses.