Change in name

Altering the names of companies constitutes a significant modification as it requires amendments to both the Memorandum of Association and Articles of Association. According to the Companies Act 2013, a company can modify its name by adopting a special resolution during a general meeting and obtaining approval from both the Registrar of Companies (RoC) and the Central Government.

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    Nevertheless, changing a company’s name does not lead to the creation of a new company or entity. The existing company will continue its operations under the new name. Consequently, the alteration of the company name will not impact the following:

    • Rights or obligations of the company.
    • Any ongoing legal proceedings involving the company, whether initiated by or against it.

    Motives for Company Name Change

    A company might opt to alter its name for diverse reasons. The following are some common rationales:

    Voluntary Name Change: The company’s board may choose to change the company name willingly. This is legally permissible, provided all conditions are met.
    Change in Business Activities: If a company undergoes a shift in its business activities, the board may opt to change its name to align with the new or additional objectives. In such instances, corresponding modifications to the Memorandum of Articles are necessary to update the primary object.
    Marketing or Rebranding: A company may undergo a name change for strategic marketing purposes or to enhance its brand positioning. The name alteration may also be driven by contemporary trends for improved brand alignment. When entering a new market, a company might change its name to reposition its brand effectively.
    Change of Ownership: Typically, when there is a change in company ownership or an entity takes over, it’s common for the company name to change. This adjustment reflects the authority of the new management and serves branding purposes.
    Prevent Intellectual: Property Issues A company might opt for a name change to strengthen its trademark or copyright associated with its name. Likewise, the company may choose to change its name as a precautionary measure to avoid potential intellectual property rights (IPR) conflicts.
    Harnessing the Popularity of a Service or Product: When a business attains widespread recognition for a particular product or service, it may decide to rebrand the company around that specific offering to leverage its popularity.

    Procedure for Changing Company Name

    The sequential process for changing the name of a private limited company is detailed below:

    Passing Board Resolution

    Initiate a board meeting to pass a resolution approving the change in the company name. During the meeting, the board of directors will discuss and authorize a Director or the Company Secretary (CS) to verify name availability with the Ministry of Corporate Affairs (MCA) and convene an Extraordinary General Meeting (EGM) to pass a special resolution.

    Checking Name Availability

    The RoC will issue approval indicating that the proposed name is available. It’s important to note that this is not the final approval of the company name; it is a confirmation from the RoC that the proposed name is available.

    The proposed name must not resemble another existing company name or trademark, and it should not include prohibited words under the Companies (Incorporation) Rules, 2014. Other conditions applicable during the initial name approval also persist in this situation.

    Passing Special Resolution

    Once RoC approves the name availability, the company should convene an Extraordinary General Meeting (EGM). During this meeting, a special resolution will be passed to formally change the name and update the Memorandum of Association and Articles of Association.

    Applying to the Registrar

    Within 30 days of passing the special resolution, it is imperative to file the resolution along with Form MGT-14 with the Registrar of Companies (RoC). Form MGT-14 encompasses details pertaining to the special resolution, and the following documents are submitted along with it:

    Certified copy of the Special Resolution,
    Notice of the Extraordinary General Meeting (EGM),
    Explanatory statement for the EGM,
    Amended Memorandum of Association (MOA),
    Amended Articles of Association (AOA).
    Upon the submission of MGT-14, the subsequent step involves filing INC-24 with the RoC. This is done to seek approval from the central government for the name change, accompanied by the requisite fee.
    INC-24 filing follows the submission of MGT-14 since INC-24 specifically requires the Service Request Number (SRN) of MGT-14 filed with the RoC. Alongside the INC-24 form, the subsequent documents should be filed:
    Certified copy of the EGM minutes wherein the special resolution was adopted,
    Notice of the EGM,
    Copy of the resolution agreement detailing the members’ votes in favor of and against the resolution,
    Copy of approval orders received from relevant authorities such as SEBI, IRDA, RBI, etc., if applicable,
    Revised MOA and AOA reflecting the new company name,
    Any other optional attachments.

    In the INC-24 form, details concerning the reasons for the name change, the number of members attending the EGM, the count of members voting for or against the resolution, and the percentage of shareholding are also specified.

    Documents Necessary for Company Name Change

    In addition to the documents filed with MGT-14 and INC-24, the following documents are essential:

    Certificate of Incorporation
    Modified Memorandum of Association (MOA) and Articles of Association (AOA)
    Roster of shareholders and directors
    Digital Signature of the authorized director
    Evidence of the registered business address

    Timeline for Company Name Change

    The process of changing the company name takes approximately 10 to 15 working days, as it entails obtaining approvals from multiple departments.

    Post-Change Company Name Compliance

    After the Registrar of Companies (RoC) issues the updated certificate of incorporation, the new company name needs to be incorporated in all copies of the Memorandum of Association (MOA) and Articles of Association (AOA). Additionally, the company is required to effect changes and update its new name in the following documents:

    1. The common seal and official company seal.

    2. Promissory notes and bills of exchange.

    3. Company bank account name.

    4. Records with tax authorities, EPF, and ESI department.

    5. Company website and social media accounts.

    6. Company PAN and TAN records.

    7. Company letterheads, business cards, etc.

    8. Statutory registers maintained by the company.

    9. Employment and business contracts.

    10. Update business licenses or permits as necessary.

    The process of altering a company name demands careful navigation through the complexities of legal procedures and regulatory standards. At Sadique and Ameen Associates, we specialize in providing thorough services to facilitate seamless transitions for companies like yours undergoing name changes. From the initial stages of passing resolutions to obtaining the new certificate of incorporation and ensuring post-change compliances, our expert team is dedicated to ensuring a smooth and trouble-free experience. Your company’s journey to a new identity is handled with precision and dedication by Sadique and Ameen Associates.

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