Change in the Name of the Company: Step By Step Procedure
The name of a company serves as its identity, compressing its essence, values, and aspirations. It is the first impression to stakeholders and customers alike, conveying credibility and purpose. A well-chosen name resonates with the company’s mission, reflecting its uniqueness and setting the tone for its journey ahead. A limited company’s name can be changed due to any reason with the consent of all the shareholders. Regardless of reason and time, the name can be changed but it shall happen under the mutual approval of shareholders. The reason can be anything like a change in the vision & the mission of the company, change in management, conversion from private limited to public limited and so on. We shall discuss here the provision of the Companies Act,2013 which deals with the change in the name of the limited company Reasons for Change of Company Name Voluntary change of name- The company board may decide to change the company name voluntarily. It is legal to change the company name voluntarily subject to the fulfilment of all the conditions. Change in business activity- A company board may decide to change the name when it changes its business activities. It may change the name to reflect the new or additional business objects. In such circumstances, the company should also alter its Memorandum of Articles to change its main object. For marketing or rebranding- A company can change its name for marketing reasons or to effectively position the company’s brand. It may also change the name to as per the latest fashion and trend for better brand positioning. When a company is ready to move into a new market, it may change its name to reposition its brand. Change of ownership- Usually, when the ownership of a company changes or entity takeovers the company, it is seen that the company name also changes to reflect the authority of the new management and for branding purposes. Avoid IPR issues- A company may change its name to reinforce its trademark or copyright in its name. Similarly, the company can change its name to avoid a potential IPR conflict. Compliance with RoC direction- The RoC can make an order directing the change in the company name subsequent to a complaint filed by another company claiming priority of use of the name or trademark. In such a case, the company will have to change its name. Capitalising on the popularity of a service or product – When a business gains popularity for one particular product or service, it can decide to rename its company around that service or product to capitalise on that popularity. Provisions for the Change in Limited Company’s Name in India Section 13(2) & Section 13(6) – A company can change its name through a special resolution and under the written consent of the Central Government. However, the consent of the Central Government is not needed in the case when the change in the company’s name in relation to the addition or removal of the word ‘Private’ to/from the company’s name which will lead to the conversion of the company from Private to public and vice-versa. Section 13(3) – When the company’s name is altered u/s 13(2), the old name of the company shall be replaced by the new name in the register of companies and this shall be done by the Registrar. Apart from this, the registrar must also issue a new certificate of incorporation with the new name. Such changes in the company’s name are incomplete and ineffective until a fresh certificate of incorporation is issued. Section 4(2) – The things which should be taken care of under this section are. The company name mentioned in the memorandum shall not be indistinguishable from the name of any other existing company which is registered under the Company’s Act or any company law prevailing before the Company’s Act. The company name mentioned in the memorandum shall not be that the usage of which will create an offence under any law which is effective at that point in time. The company name mentioned in the memorandum shall not be undesirable in the Central Government’s opinion. Section 4(3) – This section states that a company shall not be registered with a name that has any word or expression which is likely to indicate that the company is associated or connected to or has the patronage of – the central government/ any state government/ local authority, corporation or anybody formed by state or central government under the law prevailing at that time.Or any such word or expression which needs prior approval by the Central Government to use the same or the use of which is restricted by the central government. Documents required for Changing the Name of a Company Application for name change in the prescribed form Copies of the special resolution authorizing the name change The Copy of the existing memorandum and articles of association Copy of the new memorandum and articles of association with the proposed name The Copy of the minutes of the board meeting approving the proposed name Copy of the notice of the general meeting with the proposed name The Copy of the fresh certificate of incorporation with the new name Copy of the updated PAN card, GST Registration Certificate, and other legal documents with the new name Bank letter requesting the bank to change the name of the account holder Updated letterheads, business cards, and other stationery with the new name Procedure for Name Change of a Company Step 1: Conduct a Board Meeting A board resolution shall be passed for changing the name of the company and authorizing the Director of the company or Company Secretary, to make an application to confirm the availability of the name proposed. Resolution to hold EGM for change of the name in the Articles of Association & Memorandum of Association can also be passed either in the same Board meeting, conducted for a name change or new Board meeting convened after the approval of a new name. Step 2: Confirming the Availability of Proposed
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