Change Company Name

Overview

There may be situations where management changes the business’s name. It might be due to several factors, including corporate rebranding, market expansion, or a shift in business priorities. In such circumstances, the business must adhere to a specific procedure to get approval for change company name.

The first clause of the Memorandum of Association (MOA) often contains the firm name, which serves as its distinctive identification. It also outlines the company’s policies and guidelines while outlining its goals. The name clause for a private limited company provides the business’s name.

All legal actions brought against the company under its previous name and any rights or obligations the company may have remained unaffected by the name change. Legal actions started under the company’s last name may still be pursued today. Despite the company name change online, it is still in operation.

Reasons to change company name

Voluntary Change of Name

A firm may elect to change its name on its own, and if all other requirements are met, doing so voluntarily is legal and common.

Change in Business Activity

The corporation may alter its name to reflect new or additional business interests. The corporation also adjusts its MOA to modify the primary object in the present instance.

For Rebranding/Marketing

Companies occasionally alter their names and adapt them to the newest style and trend for better brand positioning, whether for marketing purposes or to efficiently create the company’s brand.

Change of Ownership

The company name is seen to change following a change in ownership or acquisition to represent the authority of the new management and for branding reasons.

To Avoid IPR Issues

Businesses may modify their name to strengthen their copyrights or trademarks. To avoid a potential IPR problem, the firm name has also been altered.

In Compliance with ROC Direction

After a complaint is made by any other firm claiming the name’s or trademark’s priority, the ROC may issue an order instructing the company to alter its name.

Procedure to change company name 

Five actions must be taken to rename a business:

Step 1: Passing a Board Resolution

The board should convene to adopt a resolution changing the company’s name. The new name must be approved by the board of directors, who may also designate a director or company secretary (CS) to check the MCA to see if the new name is already in use. The same board meeting held for change company name or a recent conference called after the new name was adopted can both pass a resolution to host an EGM for name change under the Articles of Association & Memorandum of Association.

Step 2: Checking the Name Availability

By submitting an application to the MCA with a copy of the board resolution adopted at the meeting, the authorized person, such as the company director or company secretary, certifies the availability of the proposed name.

This activity is governed by the Companies Act of 2013, but it’s also essential to consider the steps involved in forming a new business. Via the RUN-Reserve Unique Name Service online service, which is accessible through the MCA portal, a specific name may be reserved. You should select four to five company names before confirming their suitability for the occasion if they are already registered or in use.

Step 3: Passing Special Resolution

The business must hold an Extraordinary General Meeting as soon as the new name is determined to be available (EGM). A special resolution will be adopted to alter the title and make the necessary adjustments to AoA and MoA.

Step 4: Applying to the Registrar

It must be submitted to the ROSI within 30 days of the special resolution’s passage. Another amendment to the corporation form, MGT-14, should accompany the solution. The particular resolution’s information should be on Form MGT-14.

The corporation should file INC 24 after submitting MGT-14 to request approval from the Central Government to alter the company’s name. With the SRN of the earlier-filed INC-1, SRN received when offering Form MGT-14 must be stated in INC-24.

A copy of the EGM minutes from which the special resolution was adopted must be submitted with INC-24 by the corporation. The following information should also be included in INC-24:

• Cause for the change company name
• The number of members present at the EGM
• The number of members voting in favour of and against the resolution
• The percentage of shares held was all factor.

The fixed change cost must be paid in Rosie.

Step 5: Certificate of Incorporation issuing

After reviewing the application and supporting documents and finding them satisfactory, the RoC will issue a new certificate of incorporation to reflect the change company name. When the business name is changed, a new Certificate of Incorporation in Form No. INC-25 will be issued. The RoC must first grant the recent incorporation certificate before the change company name procedure can be considered complete. Make plans to produce fresh copies of the modified AoA and MoA and a new incorporation certificate. It requires printing the new name on all business correspondence, letterheads, notices, and publications, as well as on bills of exchange, promissory notes, hundis, and other documents of a like nature.

Documents required to change company name

The following basic legal documents must be submitted to alter your name:

• MOA(Memorandum of Association)
• AOA(Articles of Association)
• Certificate of Incorporation (COI)

Minutes of the General Meeting, a notice of the General Meeting with an explanation, a list of attendees, and copies of the Resolutions shall be given to the ROC.

Extra paperwork

• A filing or registration certificate for a trademark in the company’s name
• A filing or registration certificate for a trademark and any necessary NOCs for trademark use.
• NOCs from businesses with similar names, if necessary
• Approvals from regulatory bodies overseeing the business sector.

Records of board meetings

Board meeting notices, attendance sheets, minutes, and copies of resolutions should all be filed with the ROC.