The name of any company is the identity of the company brand irrespective of whether the company is a private company or a public company. This is most important asset for its growth. You already have a name for your company and now wish to change it, can be done anytime.
The name of a company or LLP can be changed by the promoters at any time after incorporation. Some of the major reasons for change of company name are business model change, change of promoters, rebranding, etc., The name of a company can be changed through the consent of the Shareholders with a special resolution and the approval of Ministry of Corporate Affairs (MCA) which is required.
The change of name of a company or LLP however has no impact on the legal entity or its existence. Hence, all assets and liabilities of the entity would continue, while only the name of the company would have been changed.
The Company after incorporation can change their name by following way:
(a) Conversion of name from private to public, or
(b) Conversion of name from public to private, or
(c) Change of name from ABC limited to XYZ limited.
Consultavenuee.com is the one stop for all legal services. We have a strong team of professional associates and a network of Professionals, Chartered Accountants, Company Secretaries, Lawyers, Financial Advisor all across the major cities of India and overseas, who are equipped to assist and advise and work for you
Attachments with form MGT-14
Attachments with form INC-24
Step 1: Board resolution of the Company
First call a board meeting for approval of change in name. The agenda of the board meeting will be to approve the change in name, to apply for name availability to the Registrar and then to call an EGM to get the shareholder’s approval for change in name.
The board meeting should be called by giving at least 7 days’ notice. The board will suggest proposed new names and will set the agenda for EGM.
Step 2: Check name availability on the MCA Website & Trademark Search
Once a resolution is passed for ascertaining availability of proposed company name, the authorized director can make a name availability application to the jurisdictional ROC in form RUN
The Board resolution passed in step 1 will be an attachment to form RUN
Step 3: Approval of new proposed name by the Registrar of the company
Once the name availability application is approved by the Registrar by issuing a certificate of name availability, the board will issue notice of Extraordinary Meeting to all Members, Directors and the Auditors of the company in accordance with the provisions of Section 101 of the Companies Act, 2013.
The Notice contains the date, time and venue of the EGM. The notice will be accompanied by an explanatory statement detailing the reasons for change in name. Interest of the director in the resolution should be disclosed in the explanatory statement. The Notice shall be issued at least 21 clear days before the EGM and keeping in mind that the name availability is applicable for only 60 days from the date mentioned the name availability certificate.
Step 4: Extraordinary General Meeting for changing the name of the company
The next step is to hold an Extraordinary General Meeting at the time, place and venue as given in the notice and to pass the necessary Special Resolution under section 13 of the Companies Act, 2013, for change in name of the company.
Step 5: Filing with the Registrar of companies
The special resolution passed at the EGM also needs to be filed with the Registrar within 30 days of passing the resolution. Form MGT-14 is required to be filed for filing the resolution with the Registrar. Form MGT-14 contains details about the special resolution passed.
Once the necessary special resolution is filed with Registrar in form MGT-14, the company needs to file an application for change of name of the company with the Central Government in Form INC-24 along with the requisite fee.
Here, it is to be noted that form INC-24 is to be filed after form MGT-14 as the form INC-24 specifically asks for the SRN of form MGT-14 filed with the registrar. INC-24 also asks for SRN of RUN filed with the registrar as given in step-2 above.
INC-24 also asks reasons for change of name of the company and details about the number of members who attended the EGM and those who voted for and against the resolution and their shareholding in the company.
Attachments with form MGT-14
Attachments with form INC-24
Step 6: Registration of change in name by the Registrar
If the Registrar of Companies is satisfied with the company’s name change application, the Registrar would issue a new certificate of incorporation. It is important to note that the company name change is said to be complete and effective on issuance of new incorporation certificate by the Registrar of Companies.
The registrar will also approve the resolution filed in Form MGT-14.
Step 7:Issuance of new certificate of incorporation on new company name.
Subsequent to the issuance of the new incorporation certificate, steps must be taken to incorporate the new company name in all the copies of Memorandum of Association and Articles of Association.
Step 8: Make changes to MOA and AOA of the Company.
When new Incorporation Certificate is issued then the company should make amendments to the MOA and AOA in order to incorporate the new name of the corporation.
