Changing company names amounts to a significant alteration since Memorandum of Association and Articles of Association need to be altered.
As per Section 13 of the Companies Act 2013, a company may change its name by passing a special resolution in general meeting and receiving approval from the Central Government.
The step-by-step process of changing name of a private limited company is outlined below:
Passing board resolution:
A board meeting should be called for passing a resolution to change the company name. In the meeting, the board of directors will discuss and approve the change in name, authorizing a Director or the CS of the company to check name availability with MCA, and calling Extra-Ordinary General Meeting for passing a special resolution.
Checking name availability:
The authorized director or company secretary will apply in form INC-1 to MCA for checking name availability and approving the name. This process is same as the process adopted at the time of initial name approval.
RoC will send a letter stating that the proposed name is available. Please note that this will not be the final approval of company name, it is just a confirmation from RoC that proposed name is available.
The proposed name shouldn’t be similar to another existing company name, and it shouldn’t include the word “state.” Other conditions existing at the time of initial name approval exists in this situation also.
Passing Special Resolution:
Once the name is approved by MCA, the company should call for an extraordinary general meeting. A special resolution will be passed for changing name and make the change in Memorandum of Association and Articles of Association.
Applying to Registrar:
A special resolution will be filed with RoC within 30 days of passing the resolution. With it, Form MGT-14 will also be filed which contains the details about special resolution. Following documents are submitted with MGT-14:
- Certified copy of Special Resolution,
- Notice of EGM,
- Explanatory statement to EGM,
- Altered Memorandum of Association,
- Altered Articles of Association
Once MGT-14 is filed, the company needs to file INC-24 with the RoC for taking approval of the central government for name change along with the prescribed fee.
INC-24 will be filed after MGT-14 is filed since INC-24 specifically asks for SRN of MGT-14 filed with RoC. SRN of INC-1 also needs to be mentioned in INC-24. Along with INC-24, a copy of the minutes of Extra-Ordinary General Meeting where the special resolution was passed, also needs to be submitted.
In INC-24, reasons of the name change, details about the number of members who attended the EGM, number of members voting in favor/ against the resolution, and percentage of shareholding are also mentioned.
Issuance of certificate of incorporation:
If the Registrar of Companies is satisfied with the documents, it will issue a new certificate of incorporation.
Company name change process isn’t completed until the new certificate of incorporation is issued by the RoC.
Incorporating company name in MoA and AoA
Once the new certificate of incorporation is received from RoC, the company name must be incorporated in all the copies of MOA and AOA.