Common Reasons for Change of Company Name
Voluntary Change of Name
The company may, on its own, decide to change the name of the company, subject to fulfilment of all other conditions it is very much legal and normal to change the company name voluntarily.
Change in Business Activity
To reflect the new or additional business objects, the company may decide to change its name. In the instant situation, the company also alters its MOA to change the main object.
For Rebranding/Marketing
For marketing reasons or to effectively position the company's brand, sometimes companies also change their name to bring it as per the latest trend and fashion for better brand positioning.
Change of Ownership
It is seen that after the change of ownership or takeovers, the company name also changes to reflect upon the authority of the new management and for branding purposes.
To Avoid IPR Issues
The companies may change their name to re-enforce their trademarks or copyrights in their name. Similarly, the company name is also changed to avoid a potential IPR Conflict.
In Compliance of ROC Direction
The ROC can also make an order directing the change in the name of company subsequent to a complaint filed by any other company claiming priority of use of name or Trademark.
Procedure for Company Name Change
These are the simple steps of the company name change process:
Schedule Callback!Step-1 : Held Board Meeting
When a company seeks to change its name, the board of directors plays a key role in the process. Initially, the board of directors decides on the proposed name for the company. Once a proposed name has been selected, the board of directors passes a resolution formally approving the name change.
Step-2 : File RUN Application
After the board of directors has agreed on a new name for the company, the next step is to submit a request for Reservation of New Name to the Registrar of Companies (ROC) through the RUN (Reserve Unique Name) facility. This request must include a copy of the Board Resolution as well as a No Objection Certificate (NOC) from the trademark owner, if applicable.
To file the RUN application, the company is required to pay a government fee of Rs. 1000/-. The ROC then evaluates the application to ensure that the proposed name is unique and not already in use by another company, limited liability partnership (LLP), domain, or trademark. If the proposed name is deemed acceptable, the ROC approves the new name and issues a name reservation certificate. This certificate confirms the company’s right to use the new name for a specified period, typically 20 days.
Step-3 : Hold EGM
Once the Registrar of Companies (ROC) approves the new name, the company must seek approval from its shareholders by convening an Extraordinary General Meeting (EGM). The board of directors is responsible for sending a notice of the EGM to every shareholder at least 21 days prior to the meeting date.
The notice for the EGM must include the proposed resolution to be passed as a special resolution and an explanatory statement. The explanatory statement should provide details about the reasons for the name change and its potential impact on the company and its stakeholders. During the EGM, shareholders will have an opportunity to discuss the proposed name change and vote on the special resolution. A special resolution requires approval by at least 75% of the shareholders present at the meeting, either in person or by proxy.
Step-4 : Filing of MGT-14 (Registration of Special Resolution)
A special resolution is a decision that requires the approval of at least 75% of the voting rights of the shareholders present at the EGM. Once the special resolution to change the name of the company is passed at the EGM, the company must file it with the Registrar of Companies (ROC) for approval.
To file the special resolution, the company must use Form MGT-14 and pay the prescribed fee. The company must file the form with the ROC within 30 days of passing the resolution at the EGM. The Form MGT-14 should include a copy of the special resolution passed at the EGM, along with other required documents such as the notice of the EGM, the explanatory statement, and the minutes of the EGM.
Step-5 : Filing of INC-24 (Seeking Approval of Central Government)
To officially change a company’s name, the company must file an application with the Registrar of Companies (ROC) using Form INC-24. The form should include an amended copy of the Memorandum of Association (MOA) and Articles of Association (AOA), along with a copy of the notice of the EGM and the special resolution approving the name change.
Step-6 : Issue of Fresh Certificate of Incorporation by ROC
With the approval of MGT-14 and INC-24, the ROC issues a fresh Certificate of Incorporation with the changed name. It’s important to note that the company cannot use its new name until it receives the fresh Certificate of Incorporation from the ROC. Until then, the company should continue to use its old name for all legal and business purposes.
After the company receives the fresh Certificate of Incorporation, it should update all relevant legal and financial documents with the new name. This includes licenses, permits, bank accounts, contracts, and any other legal documents that reference the company’s name. It’s also important to inform all stakeholders, including customers, vendors, and employees, about the name change to avoid any confusion or misunderstandings.
Documents Required For Company Name Change
To apply for a name change for an existing company, there are two sets of necessary documents. The first set of documents is readily available with the company and includes items like the Memorandum and Articles of Association, Board Resolutions, and Shareholder Resolutions. The second set of documents includes drafts prepared specifically for the name change.
Once the necessary documents are ready, they must be signed and annexed as attachments to the relevant ROC forms, such as the RUN form, MGT-14, and INC-24. These forms are used to formally apply for a name change with the ROC. It’s important to ensure that all the documents are accurate and complete before submitting them to the ROC. Any errors or omissions could delay the approval process or result in the application being rejected. By submitting the required documents and following the proper procedures, a company can successfully change its name and update its legal and business documents accordingly.
List of Documents Required | Documents to be Attached With ROC Form |
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MGT-14 and INC-24
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