The Companies Act, 2013 puts in place a well-defined process for change of company name. The name of the company may be changed with the consent of more than 75% of shareholders, followed by approval from the ROC and the Central Government.
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A company’s name is its unique identifier, and it is typically included as the first clause in the Memorandum of Association (MOA). This document outlines the company’s objectives and sets out its rules and regulations. For a private limited company, the name clause specifies the name that the company will operate under. However, there may be occasions when a company’s management decides to change the name of the company. This could be for various reasons such as rebranding, expanding into new markets, or reflecting a change in the company’s focus. In such cases, the company must follow a specific process to obtain approval for the name change.
The first step is to obtain the consent of the company’s shareholders. This is typically done by calling for a meeting of the shareholders and passing a special resolution to approve the name change. The resolution must be passed by at least three-fourths of the shareholders present and entitled to vote. Once the shareholders have given their consent, the company must then obtain approval from the Registrar of Companies (ROC). This is done by submitting an application for the name change, along with the necessary documents and fees. The ROC will then examine the application and issue a certificate of approval if the application is found to be in compliance with the applicable laws and regulations.
It’s important to note that the process for changing a company’s name involves four stages of approval. The first stage is obtaining the consent of the shareholders, the second is obtaining approval from the ROC, and the third stage involves updating the company’s name in various documents such as the PAN card, bank accounts, and letterheads. The fourth and final stage is updating the company’s name on its website and other public-facing materials. In conclusion, changing the name of a private limited company is a carefully regulated process that requires the consent of the shareholders and the approval of the ROC. Following the proper procedure ensures that the name change is legally valid and recognized by all stakeholders.
Approval of the Board of DirectorsApproval of more than 75% of ShareholdersApproval of the ROC (MGT-14)Approval of the Central Government (INC-24)In most cases, companies, whether they are new or have been in existence for some time, are eligible to apply for a change in their company name. However, it’s important to note that certain legal requirements must be met before a name change can be granted. Under Section 13(2) of the Companies Act, 2013, read with Rule 29(2) of the Companies (Incorporation) Rules, 2014, a company may not be permitted to change its name if it has failed to file its Annual Return, Financial Statement, or any other report or document to the Registrar of Companies (ROC) on time.
This means that a company must ensure that it is compliant with all the legal and regulatory requirements before applying for a name change. If the company has not filed the necessary reports or documents within the prescribed timelines, it may face penalties and legal repercussions. Moreover, the ROC may reject the application for name change until the company meets its legal obligations.
Therefore, it’s essential for companies to ensure that they are up to date with their filing requirements and compliance obligations before seeking a name change. This will help them avoid unnecessary delays, penalties, and legal issues, and ensure a smooth and efficient process for the name change application.
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.
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 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.
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.
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.
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.
These are the simple steps of the company name change process:
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.
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.
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.
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.
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.
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.
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.
Copy of Board ResolutionConsent of TM Owner (If applicable)EGM Notice along With Explanatory StatementCertified Copies of EGM ResolutionAltered MOA & AOAAttendance Sheet of EGMConsent for Shorter Notice (If applicable)Timeline: The process of changing a company’s name typically takes around 10 to 15 working days, as there are multiple steps that need to be completed by the company, as well as approvals required from the ROC and the Central Government.
The timeline for the name change process can vary depending on factors such as the availability of the directors and shareholders for meetings, the time taken to obtain necessary approvals, and any potential delays due to errors or omissions in the application.
To ensure a smooth and timely name change process, it’s important for the company to carefully follow all the necessary steps and provide all the required documentation in a timely and accurate manner. This can help minimize any potential delays or complications and help the company successfully change its name within the expected timeframe.
Professional Fee:The total cost of changing a company’s name includes two main components: the professional fee charged by service providers like Setindiabiz, and the ROC filing fee. The ROC fee will vary depending on the type of company and its authorized capital.
The professional fee charged by Setindiabiz will depend on the specific requirements of each individual case, such as the complexity of the name change process and the level of support needed. To obtain an official quotation for our services, please get in touch with us and provide details of your specific needs and requirements.
By working with a trusted and experienced service provider like Setindiabiz, you can ensure that your company’s name change process is handled smoothly and efficiently, with all necessary documentation and procedures completed correctly and on time. This can help minimize any potential delays or complications, and allow you to successfully change your company’s name while keeping costs under control.
| Fee Table for Filing MGT-14 | ||
|---|---|---|
| S.No | Authorised Capital | ROC Fee Payable |
| 1 | Less than Rs. 1,00,000/- | Rs. 200/- |
| 2 | Rs. 1,00,000/- to 4,99,999/- | Rs. 300/- |
| 3 | Rs. 5,00,000/- to 24,99,999/- | Rs. 400/- |
| 4 | Rs. 25,00,000/- to 99,99,999/- | Rs. 500/- |
| 5 | 100,00,000 or More | Rs. 600/- |
| Fee Table for Filing INC-24 | |||
|---|---|---|---|
| S.No | Authorised Capital | OPC & Small Companies | Other than OPC & Small Company |
| 1 | Upto Rs 25,00,000/- | Rs. 1,000/- | Rs. 2,000/- |
| 2 | Rs 25,00,001 to Rs 50,00,000/- | Rs. 2,500/- | Rs. 5,000/- |
| 3 | Above Rs. 50 Lakh to 5 Crores | - | Rs. 10,000/- |
| 4 | Above Rs. 5 Crores to 10 Crores | - | Rs. 15,000/- |
| 5. | Above Rs 10 Crores | Rs. 600/- | Rs. 20,000/- |
When a company changes its name, it is required to update certain documents and registrations to reflect the new name. These may include:
The Memorandum of Association is a legal document that sets out the company’s constitution, including its name, objectives, and activities. A company must update this document to reflect its new name.
The Articles of Association are a set of rules that govern the internal management of the company. If the company’s name change affects any of these rules, the Articles of Association must be updated accordingly.
The company must update all its business stationery, such as letterheads, invoices, and business cards, to reflect its new name.
The company must inform its bank of the name change and update all its bank accounts and related documents.
The company must update its name on all government registrations, including its registration with the Companies Registrar, tax authorities, and any other relevant regulatory authorities.
If the company holds any licenses or permits, it must update the name on these documents.
The company must update the name on all contracts and agreements it has entered into with third parties.
If the company has any registered trademarks or other intellectual property rights, it must update the name on these registrations.
It is essential to ensure that all these documents and registrations are updated promptly to avoid any legal issues or complications.
