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How to change Name of the company?

Applicable Clause of change of name of the company

As per Section 16(2) of the Companies Act, 2013, where a company changes its name or obtains a new name, it shall within a period of fifteen days from the date of such change, give notice of the change to the Registrar along with the order of the Central government, who shall carry out necessary changes in the certificate of incorporation and the memorandum.

Company’s name plays a significant role and any change made therein required alteration in the Memorandum and Article of Association of the company. It is not a simple procedure. It requires concentration and proper filing of change made in the company’s name.

Step by step procedure of changing name of a company

  1. Passing of board resolution

The company is required to conduct a board meeting where resolution will be passed for change of name of the company and an approval from Board of Director shall be taken. Passing of board resolution in the board meeting is the first step in the process of name change of a company.

  1. Apply for Name Approval

Name of the company must be unique and not related to the existing company. You can apply for maximum two names as per your choice. Once name gets approved by ROC, the name is reserved for 60 days. However, it is important to think a suitable name for your company according to the Companies Act 2013 Naming Guidelines.

  1. Passing special resolution

After name is approved by the department concerned, company will call an Extra Ordinary General Meeting and special resolution will be passed within 30 days for alteration of Memorandum of Association. For this, Form MGT-14 is filed along with the documents mentioned below that shall be attached in the form.

  • Certified true copy of Special Resolution
  • Explanatory Statement
  • Copy of Notice sent to members
  • Altered Memorandum of Association
  • Altered Article of Association
  1. Applying to the Registrar

After filing of Form MGT-14, now come the time to file INC-24 with ROC for taking approval from the Central Government for name change. Form INC- 24 asks for SRN generated from Form MGT-14 and that is the reason why Form MGT-14 is filed before INC-24. Along with this, copy of minutes of Extra Ordinary General meeting is to be submitted.

  1. Certificate of Incorporation issued

After the documents are submitted, ROC verifies the required documents and if everything is in manner, it issues the new Certificate of Incorporation.

  1. Incorporating Company name in the MOA and AOA

When a new certificate of incorporation is issued, the changes of name of the company shall be updated in the main documents of the company i.e. Memorandum of Association and Article of Association.

When changing the name of the company is not possible?

Under Rule 29 (1) it is stated that Change of name will not be allowed where the company has made a default in filing the annual returns or financial statement or any other necessary document or the company which has defaulted in the payment of deposits or debentures.

Non-Compliance of name change clause

As per Section 16(3) of the Companies Act, 2013, if a company makes default in complying with this provision, then the company shall be punishable with fine of one thousand rupees for every day during the default continues and every officer who is in default shall be punishable with fine which shall not be less than five thousand rupees but which may extend to one lakh rupees.

Conclusion

Change is necessary that needs to be accepted and recorded. Therefore, whenever there is a change in the name of the company, it must be reported to the ROC i.e. the Registrar of Companies where all the companies are registered. Not to forget, your company name must not be identical to the other existing companies and must resemble with the type of service your company is dealing in.

This was all about the procedure of name change of a company.

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