Company is a separate legal entity in the eyes of law, an entity apart from its directors and shareholders. Name is the first and foremost thing that a company takes its identity from. Sometimes, the owners want to change the name of the company because of many reasons like change in ownership, due to political other changes. The process of changing the company is very well laid down in the law. Today in this article, we will discuss the procedure of changing the name of a company.
The name of the company is to be mentioned under Name Clause of Memorandum of Association of the Company. The name of a private company should contain the word “Private Limited” and those of Public Limited Company should contain words “Limited”. The name of company should not be similar to any other company and should not contain anything that is prohibited in law.
The application for Name has to be sent to the ROC with applicable fees. ROC will reserve the name and meanwhile verify the application. And if the application is found correct then the name will be allotted and same will be mentioned in the Certificate of Incorporation.
Is it allowed to Change the Name of a Company?
Now, as we discussed earlier company is treated as a separate legal entity, and many stakeholders get associated with the company as it operates its business. Now, the question that may come to your mind is that if law allows the name change for a Company. Well the answer is Yes except, in following cases-
When a company has defaulted to file its annual returns or accounts or any document that was supposed to be filed with ROC.
In case a company has defaulted in repayment of matured deposits/ debentures or interest on deposits/debentures.
Now, we will discuss the procedure to change the name of company-
Reserving the Name
First and foremost, company needs to check that if the intended name of the company is available or not. For doing so, MCA has set-up an online portal. The Board of Directors need to pass a resolution with requisite majority for name change of the company. The director or professional authorized by Board’s resolution will check for availability of the name and apply for reserving a name. The process is as follows-
On the website of MCA i.e. mca.gov.in, under tab MCA Services> Company Services>Check Company Name.
In this we can enter proposed names of the company to have a preliminary check about its availability. This webpage also gives option to check Trade Mark, if any, for the proposed name, in case to avoid a conflict with a pre-existing company.
Next, the company needs to reserve the name through “RUN” portal available on MCA portal.
RUN stands for Reserve Unique Name. The portal is accessible with a User ID and Password. It asks for basic details like Type of Company, CIN/LLPIN, 2 Proposed names, then remarks if any about the proposed name.
On payment of requisite fees the request will be sent to ROC for checking the availability of name.
The name will be reserved for 60 days for an existing company. And the confirmation about rejection/approval of the proposed name will be informed on the email ID.
Process to be followed within the company
After an approval is received from ROC for availability of name change, the company should take following points into consideration-
Name change of a company requires, alteration in the Memorandum of Association so a special resolution is required.
Company should call an Extra Ordinary General Meeting and pass a special resolution for name change of the company.
Company should incorporate the change of name in Memorandum and Articles of Association.
Compliances with ROC
Now, after company has passed a special resolution the company needs to file following forms with ROC with required documents within 30 days from the Extraordinary General Meeting.
MGT-14- This form is used to file resolutions to the Registrar of Companies. The company should attach documents like Copy of changed Memorandum and Articles of Association, Copy of special resolution etc.
INC-24 – This form is filed for an approval from Central Government for name change of the company. The powers of Central Government for this purpose are exercised by ROC. In this form, the details of members and number of shares held by them has to be entered for members present, voted, abstained to vote in the meeting. Along with this form company needs to attach Minutes of the members’ meeting as a mandatory attachment. Other documents like copy of special resolution, copy of changed MOA and AOA can also be attached.
After this ROC will issue a fresh Certificate of Incorporation to the company with changed name. The company should ensure to change its name in all other places and documents.
Change the name of your company with the help of a legal Expert
So, in this article we have answered the question of how to change name of a company with all the details. The company should pre-check the availability of name and give proposed names accordingly, so that they need not apply again and again. The company should follow all the timelines to file the forms with required documents to ROC. If the correct procedures and timelines are followed then name of the company can be changed in a very smooth manner.
Neelansh Gupta is a dedicated Lawyer and professional having flair for reading & writing to keep himself updated with the latest economical developments. In a short span of 2 years as a professional he has worked on projects related to Drafting, IPR & Corporate laws which have given him diversity in work and a chance to blend his subject knowledge with its real time implementation, thus enhancing his skills.
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