Procedure for Change of Name of Company
Table of Contents
Introduction
Since the Memorandum of Association and Articles of Association must be change, changing a corporation’s name is a significant adjustment.
A business may change its name by the Companies Act of 2013 by adopting a special resolution at the general meeting and obtaining permission from the Central Government and the Registrar of Companies (RoC).
Procedure for Changing a Company’s Name
Calling a Board Meeting
The Board of Directors will convene to discuss the proposed name change and obtain their approval. The meeting will also approve a board resolution allowing the company secretary or director to submit the necessary application to the Registrar of Companies.
Application for RUN
The Registrar of the Central Registration Center may accept, deny, or resubmit an application by the circumstances.
Applications for reservations or name availability must be submitted in form RUN and accompanied by the prescribed fee of Rs. 1,000. When applying, the following details need to be taken into account:
- The suggested names should be original, distinct, and unrelated to any existing corporate names or registered trademarks.
- You may submit applications for up to two names of your choosing.
- Following ROC approval, a name is reserved for 20 days following the approval date.
- Calling for an Extraordinary General Assembly
- Following name approval, the business will call an extraordinary general meeting and adopt a special resolution approving the amendment to the Memorandum of Association’s name clause.
Required Filings
The Company must file the e-forms listed below within 30 days of passing the Special Resolution.
- File E-form MGT-14, a resolution necessary to change the AOA and MOA (articles of association).
- The Application for Approval of Central Government for Change of Name (E-Form INC-24) must be submitted to implement a name change.
Issuance of New Certificate of Incorporation
After reviewing the provided materials, the ROC will issue a new, digitally signed Certificate of Incorporation in Form INC-25.
The Statutory Structure for Renaming a Business
Under the Companies Act of 2013, a business may change its name by adopting a special resolution at a general meeting, provided the Central Government and the Registrar of Companies (RoC) approve the change.
It’s important to understand that this change does not result in forming a new company; rather, it just renames the business and leaves existing rights, liabilities, and pending legal actions intact.
Legal Requirements
- Section 13(2): This section permits a name change with a special resolution, subject to central government approval.
- Section 4(2): Prohibits names that are the same as or similar to existing ones or names that the government deems unpleasant.
- Section 4(3): Names that might imply government association are subject to government approval, as stated.
Verifying the availability of names
Under the MCA’s RUN (Reserve Unique Name) service, the authorized director or company secretary will submit a request for the new name’s reservation and approval.
They might use the RUN facility to see if the new company name is available. This procedure for change of name of company is the same as when the name was first approved.
The RoC approved the availability of the suggested name. Please be aware that this is merely a confirmation from RoC that the suggested name is available and will not constitute final approval of the company name.
The suggested name must not contain any terms forbidden by the Companies (Incorporation) Rules, 2014, nor should it be identical to another trademark or company name that already exists. In this case, additional requirements were in place when the name was first approved.
Lawgical Adda can help you with every stage of the company name change procedure, including writing resolutions, submitting required paperwork, and communicating with authorities.
By working with Lawgical Adda, you can save time and steer clear of any hazards by ensuring that the name change process is conducted correctly and complies with all applicable legal frameworks.
