Changing the name of a private limited company is far more complicated than you may think. Section 13 of the Companies Act, 2013 states that if a private limited company needs to change its name, a special resolution has to be passed in a general board meeting. The general board meeting has to be called upon for this cause especially, and the minutes of the meeting recorded for submission to the Ministry of Corporate Affairs (MCA) with the request for name change.
The reason for these formalities is that private limited company names are legally registered with the MCA. Therefore, you will also need to involve the board of directors and get the approval of shareholders before receiving the approval of the MCA. Although the whole procedure looks tedious, a stepwise approach can help in dealing with difficulties.
This article focuses on the step-by-step procedure to change the name of your private limited company.
Changing the Private Limited Company Name
Step 1: Board Resolution
The board needs to authorise a change in the name of the private limited company and authorise a director or company secretary to apply for the same to the MCA. At the same time, a decision needs to be taken to convene another board meeting for a change of name (after approval) and also to make changes in the Memorandum and Articles of Association (MoA and AoA).
Step 2: Check Availability
The application sent by the director or company secretary (or any authorised person) will be filed with the MCA. The procedure is similar to the application submitted during company incorporation and the new name should be in adherence to the naming guidelines given in the Companies Act, 2013.
Step 3: Special Resolution
If the name is approved, the company must hold an extraordinary general meeting to pass a special resolution for the change of company in the name and the same changes in the MoA and AoA.
Step 4: Approval of Company Name Change
Once the special resolution is passed, you will need to file this with the Registrar of Companies. A form 1B, along with the requisite fee for name change, as given by MCA, needs to be submitted to get the final approval. This is the crucial stage, and once you are through this, the next procedures are simple.
Step 5: New Certificate of Incorporation
If the Registrar is satisfied with the application, it will issue a new certificate of incorporation. This certificate is a clear indication that the name of the company has been changed, and all the documents and any communication will be effective with the use of the changed name, after they are incorporated in MoA and AoA.
Step 6: Alter the MoA and AoA
With the new certificate issued, you can now alter the MoA and AoA. This will finalise the procedure.
Although a new incorporation certificate is issued (with the changed name), all the other legal formalities remain the same, and the company cannot get out of any past obligations to them.