Name Change
Changing Company Name: A Legal Procedure Guide
A company’s name isn’t just a label; it’s the embodiment of its identity and legal existence. It’s the initial clause in the Memorandum of Association (MOA) that defines how a company is recognized. However, companies, like any other entities, might find themselves in situations where a name change becomes a strategic necessity.
Whether it’s transitioning from private to public status, public to private, or an entire rebranding endeavour, the process of changing a company’s name involves a set of legal procedures to ensure compliance with regulatory requirements. In this guide, we’ll walk you through the steps involved in changing a Private Limited Company’s name.
Step 1: Board Resolution
Initiating the process requires convening a Board meeting where a resolution for the company name change is passed. This resolution not only authorizes a Director or Company Secretary to make an application to the Ministry of Corporate Affairs (MCA) but can also include a decision to call an Extraordinary General Meeting (EGM) to approve the name change and make necessary alterations to the MOA and Articles of Association.
Step 2: Check Company Name Availability
Once the resolution passes, the authorized individual can proceed to apply to the MCA to confirm the availability of the proposed company name. The application process mirrors the procedure followed during the initial incorporation of a private limited company. The chosen name must adhere to the Companies Act 2013 Naming Guidelines.
Step 3: Pass Special Resolution
With MCA’s approval in hand, the company must conduct an EGM where a special resolution is passed to finalize the company name change. The resolution should also address any consequential changes required in the Memorandum of Association and Articles of Association.
Step 4: Application for Company Name Change Approval
Following the EGM, the company must submit the special resolution and an application for approval of the company name change to the Registrar of Companies (ROC). This application is filed in Form 1B along with the requisite fee.
Step 5: Issuance of New Certificate of Incorporation
Upon the ROC’s satisfaction with the company name change application, a new certificate of incorporation is issued. It’s worth noting that the name change takes effect upon the issuance of this new incorporation certificate by the ROC.
Step 6: Update MOA and AOA
Post the issuance of the new incorporation certificate, the company must ensure that the updated name is incorporated into all copies of the Memorandum of Association, Articles of Association, and Certificate of Incorporation issued by the Registrar.
Required Documents for Company Name Change
The successful execution of the name change process necessitates specific documentation, including:
- For Form MGT-14:
- Notice of the Extraordinary General Meeting (EGM).
- Certified copy of the special resolution passed during the EGM.
- Explanatory statement provided for the EGM.
- Copy of the altered Memorandum of Association (MoA) and Articles of Association (AoA) reflecting the new company name.
- For Form INC-24:
- A certified true copy of the Minutes of the EGM.
- Notice of the EGM.
- Copy of any approval order obtained from relevant authorities like IRDA, SEBI, RBI, etc., if applicable.
- Copy of the resolution agreement, specifying the members’ votes for and against the resolution.
- Copy of the updated MoA and AoA, reflecting the new company name.
- Any additional documents requested or deemed relevant.
Changing a company’s name is more than a cosmetic alteration; it’s a legal procedure vital for maintaining regulatory compliance and corporate identity. Should you contemplate such a change, seek expert guidance to navigate the process seamlessly.
Thinking of changing your company’s name? Contact Ruchita Dang & Associates for professional assistance and ensure a smooth transition to your new corporate identity!
