A company being a legal entity should have a name for establishing a separate identity. The name of a company includes a symbol of its independent business existence. The first clause in the memorandum of association of the company includes the name by which a company is recognized. The company may accept any suitable name only if it is not undesirable.
Change in Name clause of the Company includes modification of Memorandum of Association of the Company. Section 13 of Companies Act 2013 controls the procedure of amendment in Memorandum of Association is pertinent to all companies. All clauses of Memorandum except Capital clause can be changed by following the provisions of Section 13 of Companies Act, 2013 by passing special resolution.
Section 13 of the Companies Act, 2013 manages change of name that states that the name of the company can be changed by a special resolution and with the approval of the Central Government. Approval of Central Government is not needed if the change is associated to the addition/deletion of the words "private" to the name.
Section 4(2), Companies Act, 2013 illustrates that no company shall be registered by name which :
Is identical with or be likely too near to the name of an existing company incorporated under this Act or any previous company law as par Section- 2 (a)
Will include an offence according to any law for the time being in force according to Section- 2 (b) (i)
Is undesirable in the opinion of the Central Government in Section- 2 (b) (Ii)
Sub Section-3 without prejudice (Effect) to the provisions of sub-section (2) [as stated above], a company shall not be incorporated with a name that contains unless the previous approval of the Central Government has been acquired for the use of any such word or expression :
Any word or expression that is expected to give the idea that the company is in any way connected with, or having the support of, the Central Government, any State Government, or any local authority, corporation or body formed by the Central Government or any State Government under any law for the time being in force. Section- 3 (a)]
Such word or expression may be suggested. Section- 3 (b)
The change of name shall not be permitted to a company :
That has not filed annual returns or financial statements due for filing with the Registrar or
That has failed to pay or repay matured deposits or debentures or interest thereon
Steps for alteration in memorandum of association :
Step 1 - Organize Board Meeting of Directors (under section 173 and SS-1)
Issuing notice of Board Meeting to all the directors of company at least 7 days before the date of Board Meeting
Attaching Agenda
Notes to Agenda
Outlining Resolution
Step 2 - Held Board Meeting (Under section 173 and SS-1)
Proposed new names for the company
Pass Board Resolution after Selection of Names
Authorize to Directors of Company to file Application with Registrar of Companies for Name approval
Step 3 - File – e-form- RUN with ROC
File form RUN with Registrar of Companies for approval of name
Copy of Board Resolution
Approval of Owner of Trade Mark or the applicant of such application
If proposed name(s) are based on a registered Trade Mark or is a subject matter of an application pending for registration under the Trade Mark Act, 1999
Step 4 - Name Approval Certificate from ROC, if applied name is obtainable
Step 5 - Issuing notice of general meeting under Section 101
Notice of Annual General Meeting shall be offered minimum 21 days before the actual date of AGM. AGM is known on short Notice with the consent of minimum majority in number and ninety five percent of such part of the paid up share capital of the company offering a right to vote at the meeting :
All the Directors
Members
Auditors of Company
The notice shall indicate the place, date, day and time of the meeting and hold a statement on the business to be transacted at the AGM
Step 6 - Hold General Meeting (Section 101)
Check the Quorum
Verify whether auditor is present. If not, then leave of absence is approved or not. (Under Section- 146)
Pass special resolution - Section-114(2)
Approval of change in MOA
Step 7 - Filing of form with ROC -Section 117
File Form MGT-14 (Filing of Resolutions and agreements to the Registrar under section 117) with the Registrar along with the necessary filing within 30 days of passing the special resolution, with given documents.
The name approved valid for 60 days from the date of filing application
Certified true copies of the particular resolutions with descriptive statement
Copy of the notice of meeting send to members with all annexure
A printed copy of the Memorandum and Article of Associations
File Form INC – 24 surrounded by 30 days of passing of Special Resolution
Notice with descriptive statements
Certified true copy of special resolution
Modifications in MOA & AOA
Minutes of general meeting
Step 8 - Issue of new certificate
After carrying out above process Registrar of Companies will issue a new certificate of incorporation
The Act does not reveal new memorandum of association where it claims to be so, it is nothing more than a particular resolution and does not need to be stamped.
No it is not compulsory to reflect the objects of the Company in its Name. But if any word in name reflecting any business operation that must be companies objects only.
As per Companies Amendment Act, 2017, name shall be reserved for 60 days from the date of approval of name.
A change of name under section 21 does not change the rights and obligations of the company or deliver any defective legal proceedings by or against it, and any legal proceedings, which might have been commenced or continued by or against the company by its past name, may be sustained by or against the company by its new name.
The company which has altered its name would be entitled to ask those companies in which it is holding shares, to substitute its old certificates by new ones.
Consent from the members of the company
Consent from Board
Approval from Central Government
Approval from associated Registrar of Companies
There is no restriction for the name change of a private limited company, which may be the case for a Public company. The names chosen for application must be in compliance with the prescribed rules.
Ministry has launched an online form "RUN" (Reserve Unique Name) for reservation of new name of active companies. The company can apply with 2 different names with its importance. The names should be unique and follow the provisions.
The application for name change should be made within 30 days of getting the consent of members in General Meeting that is organized after reservation of name. Intimation of resolution is made in form MGT – 14 while the application for the name change is made in form INC – 24.
Yes, Memorandum of Association and Article of Association must be change along with the new name. The copy of the alteration is to be filed in INC – 24.
If the name change is made because of change in the main entity, both the processes can be executed at once. As the approval of the Government is concerned, the period can vary depending on the response and time taken by Registrar of Companies.
It will be effective only after acquiring a new Certificate of Incorporation. The associated officer will issue a fresh certificate with a new name if he becomes satisfied with the application.
Company's new name can be updated in PAN or any other registration after getting new Certificate of Incorporation.
Once change of name is completed, the company must update its name with all the ministries it is registered with. All the stationeries such as letterheads, Business cards, display board and others must be updated with a new name. A vital change is approval of contracts entered in the earlier name. The parties to contract must approve said contracts after accepting a new name.
Yes, for a period of two years from change, wherever the company's name is shown, the previous name must be displayed also.
