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 Name
The authorized person i.e. Director of the Company or Company Secretary Confirms the availability of the proposed name by making an application to the MCA along with the copy of Board resolution passed in the meeting.
Naming Guidelines under Companies Act 2013 govern this activity and at the same time, the procedure of incorporation of a new company needs to be kept in mind. The proposed name can be reserved through web service RUN- Reserve Unique Name service available on the MCA portal.
Step 3: Convene an Extraordinary General Meeting
An Extraordinary General Meeting is convened after receiving approval of a new name from ROC, to pass a special resolution for alterations in the company name, and its aftereffect to the Memorandum of Association and Articles of Association. Section 13(1), Section 13(2), Section 14 & Section 5(3) governs this step.
Step 4: Filing of Special Resolution and Application to the Registrar
In the next step, the following documents shall be filed with the Registrar of Companies:
The special resolution passed by the company u/s 13 (1) in Form MGT-14. An application was made for the name change in Form No. INC-24 along with the fee for a change in the company’s name.
Annexures to the INC-24:
As per Section 13(6) & Rule 29(2) the Companies (Incorporation) Rules 2014, the following documents need to be attached to INC-24.
- Accredited copy of the minutes of the general meeting held among the members to pass the special resolution for the company’s name change.
- Copy of the name change approval order issued by the concerned department or concerned authorities like RBI, IRDA, SEBI, etc.
- Any more details can be given as an optional attachment(s).
Step 5: Obtaining a new Certificate of Incorporation
A new certificate of incorporation shall be issued to the company in Form No. INC-25 after its name change with the allocation of new PAN and TAN numbers.
- As per Section 15(1), every change made in the Company’s AoA & MoA shall be prescribed in every copy of articles and memorandum, respectively.
- Arrange to print new copies of mutated AoA and MoA with a new Certificate of Incorporation.
- As per Section 12(3)(a), the new name of the company shall be painted or affixed outside every office or place the business is carried on. The name should be painted or affixed should be in a noticeable position and in legible letters. It should also be noted that the name should be written in the characters of the language of one of those languages which are in general use in that locality.
- Section 12(3)(b) requires the name engravement in legible characters on the company’s seal (if any).
- Section 12(3)(c) and Section 12(3)(d) mandates to get the new name printed on all the business letters, letter papers, billheads, notices & other publications of the company and on bills of exchange, promissory notes, hundies and other alike documents of the company, respectively.
- According to the first proviso to Section 12(3)(d), when has altered its name/s during the period of last two years, it shall paint/print/ affix the new name along with its previous name/s which has undergone changes during that period as prescribed under clauses (a) and (c).
- Get the new rubber stamps and all the stationery items prepared in the company’s new name.
- Notify the bank where the company’s current account is in operation and concerned government officials or authorities such as stock exchanges, Tax, and Excise Authorities, NSDL, CDSL, PF & ESI officials & so on about the change in the company’s name and intimate them to change the name in the records as well. The concerned parties with which the company has entered into a deal, or where it has made an investment or taken loans, insurance policies from; shall also be informed about the change.
- Get the name updated with basic utility services such as telephone and electricity service providers.
FAQs
Are there any restrictions on the new company name?
Yes, there may be restrictions on the new company name, such as avoiding names that are identical or similar to existing companies, offensive or misleading names, or names that violate trademark or intellectual property rights.
Can I change the name of my company online?
In many jurisdictions, certain parts of the name change process can be completed online, such as name availability checks and filing forms electronically. However, some steps, such as obtaining shareholder approval, may require physical meetings or documents.
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