A Comprehensive Guide on How to Change the Name of a Company

A company's name is its unique identity. However, an entrepreneur may feel it necessary to change his or her company's name for a specific reason. To proceed with that, a company owner must abide by Section 13 of the Companies Act 2013. This section mentions that a company can alter its name by providing a special resolution in a general meeting and getting it approved by the Central Government.

You can find a detailed step-wise guide on how to change the name of a company in this blog and other related information. So, if you are keen to know about them, keep reading!

Mentioned below are the procedures to change the name of a company. Take a look:

Step 1: Board Resolution

It is necessary to convene a board meeting to pass a special resolution and change the name of a company. A director's board will discuss and approve the altered name in the meeting. Apart from this, a company secretary or a director will be authorised to check the availability of names with MCA and arrange an extraordinary general meeting to provide a resolution.

Step 2: Check the Availability of Names

The authorised company secretary or director will submit form INC-1 to MCA to check the availability and approve the name. Furthermore, ROC will confirm the availability of the proposed name through a letter.

Step 3: Passing a Special Resolution

Once MCA approves the name, the company will arrange an extraordinary general meeting. In this meeting, it will pass a special resolution to alter the company's name and change the Articles of Association and Memorandum of Association.

Step 4: Application to the Registrar of Companies

After the company passes the special resolution to change its name, it must apply for approval for this changed name with the Registrar of Companies. The company should file this application within 30 days of passing the special resolution. A company must also fill in MGT-14, which has the information related to the special resolution. Along with it, submit relevant documents like an EGM notice, a certified copy of the special resolution, etc.

Apart from MCT-14, a company must file INC-24 with the Registrar of Companies to receive approval for its name change. It must also pay the appropriate fees and submit a copy of the minutes of an extraordinary general meeting.

Step 5: Issuing Certificate of Incorporation 

Once the Registrar of Companies verifies the documents, it will provide a new certificate of incorporation. This step is essential as, without the issuance of a certificate of incorporation by the ROC, the procedure to change the name of a company is incomplete.

Step 6: Incorporation of a Company's Name in AoA and MoA

When a company receives the certificate of incorporation, its name will be added to every copy of the Articles of Association and Memorandum of Association.

Besides knowing how to change the company's name, it is essential to learn about the relevant documents that a company must submit while applying for a change of its name. Mentioned below is the list of such documents that a company need to submit in respective cases:

Basic Documents Required to Change a Company's Name

• Certificate of Incorporation
• AoA and MoA in word format
• List of shareholders and directors
• Authorised director's digital signature
• Rubber stamp and letterheads of a director
• List of proposed names in order of preference 

Documents to Be Submitted With ROC Form

RUN Form

• Consent of trademark owner, if required
• A copy of the board resolution

INC-24 and MGT-14

• EGM resolution's certified copies
• Notice of EGM along with an explanatory statement
• Changed AoA and MoA
• EGM's attendance sheet
• Consent for shorter notice, if required

Address Proof for Food Business

• Rent agreement or sales deed
• Electricity bill, which is not more than 2 months old

Here are the 5 reasons which prompt a private limited company to change its existing name.

1. Alteration in Business Operation

There may be a change in business objectives in a company. To reflect the same, it may decide to change its current name. Along with it, it also changes its Memorandum of Association to reflect its new objective.

2. Marketing or Rebranding a Company

A company can change its name to catch up with the latest trend effectively and improve its market position as a brand.

3. Change in Business Ownership

A company can undergo a change in its ownership. In that case, it changes its name to reflect the authority of the new management.

4. To Prevent IPR Issues

A company can alter its name to re-enforce copyrights or trademarks in its name. It can also change its name to avoid IPR issues.

5. To Comply With the Direction of ROC

The ROC can issue an order directing a company to change its name following a complaint filed by another company, claiming that the former has used its name or trademark.

Once a company receive the Certificate of Incorporation upon changing its name, it has to make changes in the following registrations and documents:

• The company's official seal authorised signatories and directors
• The company's common seal, if required
• Bills of exchange, promissory notes, etc.
• Name used in banks
• ESI and PF department and tax authorities
• Name used in social media account and website
• Change company's TAN and PAN
• Company statutory registers
• Business permits or licences
• Company business cards and letterheads
• Business and employment contract

A private limited company need to follow the regulations mentioned below set by the Ministry of Corporate Affairs while naming its company:

1. Avoid Undesirable Names

According to the Companies Act 2013, a company can only be registered with a desirable name. This denotes that a proposed name should not be identical to another registered company, an existing LLP, a registered trademark or its application. Moreover, names that violate the provision of emblems or may offend a certain section of people are also undesirable names. If a company's name fails to comply with this guideline, it cannot be registered with such a name.

2. Test for Identical Names

There are certain regulations to determine the similarity of a company's name with other existing registered companies, which are as follows:

• A plural version of a word cannot make a company's name different from existing ones.
• Altering the casing style or spacing between words or letters cannot make a company's name distinct from others.
• Using distinct tense or changing the number of similar words will not make a name non-identical from other companies.
• Different word combinations or phonetic spellings will not make a company's name unique.
• Placing words like Nav, Jai, Om, etc., in front of an existing company's name will not make it different.

3. Names That Need Approval From Other Authorities

If a company's proposed name contains words like bank, insurance, stock exchange, etc., the relevant authority can approve this name given a declaration provided by the applicant. This declaration reads that the applicant has compiled the requirements mandated by regulators like RBI, IRDAI, etc., while proposing such a name.

Additionally, a proposed name may include words that appear to be connected with Central or State Government or any other local authority, body or corporation legally formed by any State or Central Government. In that case, a company must acquire approval from the Central Government.

4. Minimum Authorised Capital for Specific Names

Including a specific word in a company's name require a company to have a minimum authorised capital. Details are listed below, so take a look:

• Using words like India, Hindustan, or Bharat in any portion of its name, a company should own at least ₹ 5 lakhs of authorised capital.
• For including words like products, manufacturing, business or enterprises, the authorised capital should be at least ₹ 10 lakhs.
• Choosing Bharat, India, or Hindustan as the first word in a name, the company should have a minimum authorised capital of ₹ 50 lakhs.
• For using global, international, universal, globe, Asia, Asiatic, etc., within a company's name, the minimum authorised capital is ₹ 50 lakhs.
• Including words like udhyog or industries or universal, continental, globe, inter-continental, etc., as the first word, a company should have at least ₹ 1crore of authorised capital.
• Placing the word corporation in a company's name requires an authorised capital of at least ₹ 5 crores.