What Does Changing of Name Mean To a Company?
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.
However, please note the following points related to the changing of name by a company-
- 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.
- 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.
- The legal proceedings commenced by the company in its old name can be continued under the new name.
- The entity of the company continues despite the change in name.
What Is The Procedure To Change A Company Name?
The step-by-step procedure of changing a company name is described below-
Passing a board resolution
In the first step, the company needs to call a board meeting and pass a resolution to change the company name. The directors should approve the new name and authorize either a director or a company secretary (CS) to check the availability of the new name with the MCA.
Checking the name availability
One of the most important steps before registering a company name with the Registrar of Companies (RoC) is to check the company name availability. For this, the authorized director or the CS should apply to the MCA in form INC-1 for checking the availability of the proposed name and subsequent approval. In case the proposed name is available for use, the company will get a letter from the RoC. But, this is not the final approval for the change of name.
To check the company name availability you can also click the following link, and it will check that particular name with the MCA portal and the trademark databases.
It is advised that you should shortlist four to five business names before checking the availability, to cover for the event of these names being taken or in use already.
Passing special resolution
Once the availability of the new name is confirmed by the RoC, the company should convene an extraordinary general meeting. A special resolution will be passed by the meeting for changing the name and making appropriate changes to the Articles of Association and the Memorandum of Association.
Applying to the Registrar
The special resolution will be submitted to the RoC within 30 days of passing, along with the form MGT-14, which will contain the details related to the special resolution.
Within 30 days of filing the MGT-14, another form, namely, INC-24 needs to be filed with RoC as well, along with the requisite fee. This is required for obtaining approval from the Central Government for the change in name. Certain documents also need to be enclosed with these two forms.
Issuance of the Certificate of Incorporation
Upon being completely satisfied with the application and the accompanying documents, the RoC will issue a new Certificate of Incorporation, reflecting the change in name.
What Are The Documents Required For Company Name Change?
MGT-14: This e-form is to be filed with the ROC (Registrat of Companies) on the Ministry of Corporate Affairs posrtal, along with the following documents.
- Notice of the Extraordinary General Meeting (EGM)
- Certified copy of the special resolution passed in the EGM.
- The explanatory statement to EGM.
- Copy of altered Memorandum of Association (MoA) and Article of Association. (AoA) with the new company name.
INC-24: After MGT-14 is approved,the INC-24 e-form is filed within 30 days with the ROC on the Ministry of Corporate Affairs posrtal, along with the following documents.
- A certified true copy of the minuted of the EGM of the company.
- Notice of the EGM.
- Copy of any approval order recieved from other authorities such as IRDA, SEBI, RBI, etc, if any.
- Copy of the resolution agreement, mentioning the members voting for and against the resolution.
- Copy of the altered MoA and AoA, with the new company name.
- Other documents regarding any other information souht to be provided, as optional attachments.
FAQs on Change in Company Name
Can I check the availability of my proposed company name before applying to the MCA?
Yes, you can. To check the company name availability yourself, you can click the following link, and it will check that particular name in India against the MCA and trademark database.
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-
- In the office seal
- In the promissory notes, hundies, bills of exchange and other such official publications
- Inform the bank where the current account of the company is in operation.
- Inform concerned Government authorities such as CDSL, NSDL, Tax authorities, PF & ESI authorities, etc.
- Inform the customers and suppliers
- In social media accounts and company websites
- In Email footers
- In the company PAN and TAN
- On company stationery – letterheads, business cards, etc.
- Voicemails, messages on answering machines
- Company registers
- Employment Contracts
- Update business licenses or permits
- Supplier Contracts