Changing company names amounts to a significant alteration since the Memorandum of Association and Articles of Association need to be altered. As per the Companies Act 2013, a company may change its name by passing a special resolution in the general meeting and receiving approval from the Registrar of Companies (RoC) and the Central Government.
However, when a company name is changed, it will not result in creating a new company or new entity. The established company will continue its affairs under the new name. Thus, the change of company name will not affect the following:
A company may decide to change its name for various reasons. Some of the common reasons are listed below:
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.
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.
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.
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.
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.
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.
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.
The step-by-step process of changing the name of a private limited company is outlined below:
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 call Extraordinary General Meeting (EGM) for passing a special resolution.
The authorized director or company secretary will request for reservation and approval of the new name under the RUN (Reserve Unique Name) facility of MCA. They can check the availability of the new company name through the RUN facility. This process is the same as the process adopted at the time of initial name approval.
The RoC send approval that the proposed name is available. Please note that this will not be the final approval of the company name, it is just a confirmation from RoC that the proposed name is available.
The proposed name shouldn’t be similar to another existing company name or trademark, and it shouldn’t include the words prohibited under the Companies (Incorporation) Rules, 2014. Other conditions existing at the time of initial name approval exist in this situation also.
Once the name is approved by RoC regarding the name availability the company should call for an Extraordinary General Meeting (EGM). A special resolution will be passed in the EGM for changing the name and making the change in the Memorandum of Association and Articles of Association.
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:
Once MGT-14 is filed, the company needs to file INC-24 with the RoC for taking approval from the central government for a name change along with the prescribed fee.
INC-24 will be filed after MGT-14 is filed since INC-24 specifically asks for the SRN of MGT-14 filed with RoC. Along with the INC-24 form, the following documents should be filed:
In INC-24, reasons for the name change, details about the number of members who attended the EGM, the number of members voting in favour/ against the resolution, and the percentage of shareholding are also mentioned.
If the Registrar of Companies is satisfied with the documents, it will issue a new certificate of incorporation. The company name change process isn’t completed until the new certificate of incorporation is issued by the RoC.
The following documents are required apart from the documents to be filed with MGT-14 and INC-24:
The time required to change the company name is approximately 10 to 15 working days since it involves multiple departmental approvals.
Once the RoC issues the new certificate of incorporation, the new company name must be incorporated in all the copies of MOA and AOA. The company must also make changes and put its new name in the following documents: