Sometimes changing your company is the best way to go forward. However, it can be a tedious process. We have made it as simple and easy as possible for you by boiling the process down to 5 steps and by telling you the easiest way to get it done.
The process of changing a company’s name involves significant alteration. The Companies Act of 2013 lays down a formal procedure to be followed when changing the name of your company, starting from passing a resolution to notifying the RoC and Company Name Transformation.
A private limited company’s name may need to be changed for a variety of reasons, including a change in the business’s objective, a change in management, rebranding, and so on. A private limited company name can be changed at any time with the approval of the shareholders and the Ministry of Corporate Affairs (MCA).
We have broken the entire process down into 5 steps for easy understanding.
Guidelines for Updating Your Company’s Name
STEP 1: Passing a Board Resolution
The company should call for a board meeting for passing a Change company name change resolution. In the meeting, the board of directors should approve the resolution. The board should also authorize a director/company secretary (CS) to check the availability of the MCA database.
Later an Extraordinary General Meeting (EGM) has to be conducted in order to pass a special resolution.
STEP 2: Checking the Availability of the Name
In this step, the authorized director or the CS will apply to the Ministry of Corporate Affairs (MCA) in Form INC-1 for checking the name availability and subsequent approval of the same. The MCA will go through the Form and check if it meets the necessary criteria and will also check if the name is similar to any existing company name.
If the proposed name is available, the RoC will send a letter to the company. Please note that this is just a confirmation regarding the availability of the proposed name. This, by no means, is a letter of final approval regarding the name change.
STEP 3: Passing a Special Board Resolution
After the proposed name is found to be available, the authorized director should call for an Extraordinary General Meeting (EGM). The meeting, after due deliberation, will pass a special resolution for changing the company name and for incorporating the change in the AoA and MoA of the company.
STEP 4: Applying the RoC
Within 30 days of passing the special resolution, the same needs to be filed with the RoC. Another change of company form, MGT-14, should accompany the resolution. Form MGT-14 must contain the details of the special resolution. Hence, the following documents should also be submitted along with it:
- Notice of EGM
- The explanatory statement of the EGM
- Certified copy of the special resolution
- Altered MoA
- Altered AoA
After filing the MGT-14, the company should file the INC-24 asking for the approval of the central government to change the company name. The SRN obtained while filing Form MGT-14 needs to be mentioned in Form INC-24 along with the SRN of Form INC-1 filed earlier.
With INC-24, the company needs to submit a copy of the minutes of the EGM that passed the special resolution. The INC-24 should also mention the following details:
- Reason for the change name
- Number of members who attended the EGM
- Number of members who voted for and against the resolution
- Percentage of shareholding
The prescribed fee for the change needs to be paid to the RoC.
STEP 5: Issue of the Certificate
On being satisfied with the documents, the RoC will issue a new certificate of incorporation to the company, with the changed name. This would complete the procedure.
Duties of the Company After Receiving the Certificate of Incorporation
Once the company receives the new certificate of incorporation, it should take the necessary steps to incorporate the changed company name in all copies of the AoA and the MoA. Additionally, the company should arrange for printing new copies of the edited AoA and MoA.
As per Section 12(3)(a) of the Companies (Incorporation) Rules, 2014, the new company name should be affixed outside every place or office where the business is carried on, in legible letters. Likewise, it should be written in one of the languages that are of general use in the area. Therefore, it should be engraved in legible characters on all company seals.
Section 12(3)(c) and 12(3)(d) require the new name to be printed on all billheads, notices, letters, and other publications of the company. Moreover, it should also appear prominently on all promissory notes, bills of exchange, hundies, and other similar documents belonging to the company.
The company should immediately apply for a new PAN and TAN. Moreover, it should notify the banks (where the current account of the company is in operation) and concerned government authorities as well.
Easiest Way to Change Your Company’s Name
The 5-step process still takes a lot of work and can be time-consuming. If you find it confusing or want to avoid the hassle of the process, you can get your company name changed through Vakilsearch. Further, our experts will take care of drafting resolutions, editing your AoA and MoA, filling out and filing all the forms, and guiding you through the whole process.
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