Overview - Limited Company Name Change
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A Limited Company is identified by a name and the selection of name is as per the discretion of a company. In other words, a company can change its name whenever it wants to. However, the name change should be as per the regulations and procedures of company laws. The law prescribes that the name change needs the approval of shareholders by a resolution with 3/4th majority and an approval by the Government of India.
Usually a company goes for name change due to the following reasons:
- Change of business activity of the company.
- Change to reflect brand name of the company.
- Change as per government order.
Similar to incorporation of a company, name selection is critical for completing the process of company name change. Select the name carefully considering its availability. The factors that support name changes are registered trademark or pending application for trademark. The proposed name must also be unique.
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Procedure for Private Limited Company Name Change
Board Resolution for Company Name Change
The company is required to conduct a Board Meeting and pass a resolution to consider the need for name change of the company and also to authorize any director or company secretary, if any, to file the required form with MCA to ascertain whether the proposed name is available or not. A resolution to convene an extra-ordinary general meeting for taking shareholders’ approval for name change and altering MOA and AOA shall also be passed in the same meeting.
Check the availability of new name
After passing the board resolution for name change, the authorized person will make an application to the MCA to check the availability of the proposed name. The proposed name should be unique and should be in accordance with the guidelines of Ministry of Corporate Affairs and Trademark Registry.
Special Resolution by Shareholders
Once the proposed name is approved by the MCA, an extra-ordinary general meeting is required to be conducted by the company to obtain the shareholders’ approval by way of special resolution for name change and alteration of MOA and AOA
Filing of resolution and Application for approval of name change
After passing the Special resolution by the shareholders of the company, the said special resolution has to be filed with ROC in e-Form MGT-14 and an application for approval of name change in e-form INC-24 is required to be filed with MCA along with prescribed fees.
Obtaining new Certificate of Incorporation
Once the company name change application is complete, the Registrar will verify the same and shall issue a new Certificate of incorporation. The new name of the company will be effective from the date of issuance of new certificate of incorporation.
Incorporate the necessary changes to MOA and AOA
Subsequent to the issuance of new certificate of incorporation, the company is required to take necessary steps to incorporate the new name in the Memorandum of Association and Articles of Association. The company should paint or affix or print, as the case may be, along with its name, the former name or names so changed during the last two years outside of every office or place in which its business is carried on and in all its business letters, billing heads, letter papers and in all its notices and other official publications.
Documents Required for Company Name Change
Basic document required for name change are:
- Memorandum of Association (MOA)
- Articles of Association (AOA)
- Certificate of Incorporation (COI)
General Meeting Documents
- Notice of General Meeting with Explanatory Statement
- General Meeting Attendance Sheet
- Minutes of General Meeting and Copies of Resolutions to be submitted to ROC
- Trade Mark Filing / Registration Certificate in the Name of the Company.
- Trade Mark Filing / Registration Certificate and NOC for use of Trademark, if any.
- NOC from the Company / LLP with similar Names
- Approvals from Business Sector Regulatory authorities, If applicable.
Board Meeting Documents
- Notice of Board Meeting
- Board Meeting Attendace Sheet
- Minutes of Board Meeting and Copies of Resolutions to be submited to ROC
Requirements for Name Change of Company
New Company Name
Proposed name should comply the Company Name Guidelines
Name Approval from MCA
Obtain Name Approval from MCA by filing RUN Application
Approval from Shareholders
Shareholders approval to be obtained for proposed name Change