In this article, we will tell you about the legal procedure to be followed for Change of Name of the Company and the things a Company need to do post name change.
A company being a legal entity must have a name of its own to establish its Separate identity. The name is the identity of the Company and a symbol of its independent corporate existence. A Company may change its name due to any reason with the consent of its shareholders. The reason can be anything like change in the vision & the mission of the Company, change in management, change of objective of the business, conversion from private limited to public limited or vice versa, rebranding, repositioning, etc.
Section 13 of the Companies Act, 2013 and Rule 29 of Companies (Incorporation) Rules, 2014 deals with the change of name of the Company. The name of the Company can be changed by a Special Resolution and with the approval of the Central Government.
Change in Name of the Company also involves alteration of Memorandum of Association of the Company. The first clause in the Memorandum of Association of the Company states the name by which a Company is known. Pursuant to Section 13 of the Companies Act, 2013, all clauses of Memorandum except Capital clause can be altered by following the provisions of Section 13 and by passing special resolution.
Every Company is not allowed to change its name. Rule 29 restricts the name Change of the Companies:-
- which has not filed annual returns or financial statements or any document due for filing with the Registrar, or
- which has failed to pay or repay matured deposits or debentures or interest thereon.
So before filing the application of Name Change one should ensure that the Company has complied with the Rule 29.
The procedure for name change is as follows:
Step 1: Check the availability of name and Call Board Meeting
Check the availability of proposed names on MCA portal and call a board meeting by giving a clear 7 days’ notice for approval of change in name of the Company and authorise a Director to file application for availability of the proposed name. A detailed agenda along with notes to agenda and proposed Board Resolution should be attached with the Notice.
Step 2: Hold the Board Meeting
In the Board Meeting, propose the new names for the Company as per the availability. After selection of name, take the approval of Directors to change the name of the Company by passing a Board Resolution and authorise a Director to file application for availability of the proposed name.
Step 3: Filing for availability of name
File application for reservation of name in RUN form with the prescribed fee of Rs. 1000 with the Registrar. Attach certified true copy of resolution passed in the duly convened Board Meeting and Consent of owner of Trademark, if the name is based on a registered Trademark or an application pending for registration.
An approved name is valid for a period of 60 days from the date of approval to file application for name change with the Central Government.
Step 4: Hold a Board Meeting and Issue notice of General Meeting
Convene a Board Meeting to take note of name available and to approve the Notice of EGM for taking Shareholders approval for name change of the Company.
Issue clear 21 days’ notice of Extraordinary Meeting to all Members, Directors and the Statutory Auditors of the Company in accordance with the provisions of Section 101 of the Companies Act, 2013 along with explanatory statement as per Section 102 of the Companies Act, 2013 detailing the reasons for change in name of the Company. Interest of the Directors in the resolution should be disclosed in the explanatory statement.
Step 5: Hold the General Meeting
Hold an Extraordinary General Meeting to take shareholders’ approval for change in name of the Company and to approve the draft altered Memorandum of Association and Articles of Association by way of passing a Special Resolution under Section 13(1) of the Companies Act, 2013. The resolution shall be passed by the three-fourth of the majority.
Step 6: Filing with the Registrar
After passing the Special Resolution, the Company shall file the resolution passed with the concerned Registrar in Form MGT-14 along with prescribed fee within 30 days of passing such resolution.
Attachments with Form MGT-14
- Certified copy of the Special Resolution along with the explanatory statement
- Altered Memorandum of Association
- Altered Articles of Association
- Notice of Extra ordinary General Meeting
- In case the EOGM is held at a shorter notice, then the consent as received from the shareholders.
Post filing of Form MGT-14, file application for approval of name change to the Central Government in Form INC-24 along with prescribed fee within 30 days of passing the Special Resolution. INC-24 will be filed after MGT-14 is filed since INC-24 specifically asks for SRN of MGT-14 filed with RoC.
Attachments with Form INC-24
- Certified copy of Minutes of duly convened General Meeting
- Altered Memorandum of Association
- Altered Articles of Association
- Notice of Extra ordinary General Meeting
- Certified True Copy of Special Resolution
- In case the EOGM is held at a shorter notice, then the consent as received from the shareholders.
Step 7: Approval by Central Government
The Central Government will examine the application and approve the name change by issuing a fresh Certificate of Incorporation in Form INC-25. The name change will be effective only on the issue of new certificate by the Registrar.
Post name change the following things should be done by the Company:-
1. The Company needs to incorporate the alteration and certificate issued by the Registrar in every copy of the Memorandum and Articles of Association.
2. Arrange to print new copies of Altered Memorandum and Articles of Association with a new Certificate of Incorporation.
3. The Company shall paint/affix/print its new name along with its previous name for 2 years from the date of issuance of fresh Certificate of Incorporation.
4. Get the new name painted or affixed outside every office or place the business is carried on with the previous name.
5. Get the new name printed on all the business letters, letter papers, billheads, notices & other publications of the Company and on bills of exchange, promissory notes, hundies and other alike documents of the Company with the previous name.
6. Get the new rubber stamps and all the stationery items prepared in the Company’s new name.
7. Intimate the bank where the Company’s current account is in operation and all the concerned government officials or authorities such as stock exchanges, Tax, and Excise Authorities, NSDL, CDSL, PF & ESI officials, etc about the change in the Company’s name.
8. Apply for the Company’s New PAN and TAN.
9. Get the name updated with basic utility services such as telephone and electricity service providers.