Name Change

According to the Companies Act 2013, a company has the option to modify its name by approving a special resolution during a general meeting.

Contingent on receiving approval from the Registrar of Companies (RoC) and the Central Government. It is important to note that this change of name does not establish a fresh company or entity. The company will continue to function under its new name, and this alteration will not affect:

• The company's rights or responsibilities.
• Any legal action concerning the company or taken against it.

Legal Provisions for Changing the Company’s Name:

By Section 13(2) of the Companies Act 2013, a company can alter its name by approving a special resolution and acquiring consent from the Central Government (granted to the Registrar of Companies).

• According to Section 4(2) of the Companies Act 2013, a company is not allowed to have a name that is the same or very similar to another company. The name of a company that already exists, breaks any current regulations or is viewed as unfavorable by the Central Government (check Rule).
• According to Section 4(3) of the Companies Acts, 2013 refer to the Companies (Incorporation) Rules, 2014 for more information approval from the central government obtaining consent from the Central Government to prevent giving the wrong idea of government connection.

Rules 29(1) and 29(2) of Companies (Incorporation) Rules, 2014 impose limitations on changing names.

• Rule 29(1): Companies that fail to file documents with the Registrar or repay deposits or debentures are in default and cannot alter their names.
• According to Rule 29(2), a request using Form INC-24 and the required fee is needed to modify the name. Upon being given the go-ahead, a new certificate of incorporation with the revised name is released in Form INC-25.

There could be numerous convincing factors for a company to consider altering its name. A few prevalent reasons

• Transitioning from a private to a public status: The process of transitioning from a private limited company to a public limited company could include the need to change the company's name. The process of restructuring is the transition that frequently occurs when a private corporation sells its shares to the public in an initial public offering going public through an initial public offering (IPO) means being subject to various regulatory obligations.
• Transitioning from a public to a private setting: On the other hand, a public limited company has the option to convert to a private limited company. This modification could require making adjustments. Change of company name, as well as other alterations. Businesses may opt for this approach for a variety of purposes, including minimizing costs compliance with regulations, or improving control over management.
• Change of name done by choice At times, companies choose to undergo a full name change, rather than simply changing their status or structure. The subsequent text needs to be provided for me to paraphrase it while keeping the same amount of words. The board of the company has the option to change its name voluntarily, as long as all required criteria are fulfilled.
• Adjusting to fresh business endeavors: A company might decide to rename itself to match its new goals when it adjusts its business operations. In situations like these, Changes to the Articles of Memorandum may also be required.
• Marketing and giving a brand new identity: Businesses might opt to alter their names as a strategic marketing move, to enhance brand recognition, or to remain current with industry trends current styles and trends that improve their brand reputation. Entering new markets can also be viewed as a strategic move.
• Ownership transfer: A new owner or a different company taking control frequently leads to a change in the company's name. This change indicates the power conducted by the new management and used for branding reasons. 
• Rights to protect creations of the mind (IPR): A company might choose to change its name in order to enhance its trademark or copyright defenses. On the other hand, it could also prevent possible. IPR conflicts can be resolved by changing its name. 
• Adherence to the Registrar of Companies (RoC) regulations: ROC could potentially order a company name change if another company lodges a complaint asserting their name priority usage of trademarks. In these scenarios, it is imperative to adhere to RoC's directive.
• Harnessing the power of being popular: When a company becomes well-known for a particular product or service, it might decide to rebrand the entire business focusing on that product, and take advantage of its popularity by offering a service.

Once the company receives the new certificate of incorporation from the Roc, it should quickly update its name in different places.

Papers and files, such as:

• Duplicates of MOA and AOA
• Seals commonly used and approved for official purposes
• IOUs and financial instruments
• The name of the bank account
• Department of Taxation, Employees' Provident Fund (EPF), and Employees' State
• Insurance (ESI) department.
• Online site and social networking profiles
• PAN card and TAN card
• Official stationery, business cards, etc.
• Legal records
• Contracts for employment and business
• Business licenses or permits are required.

These changes guarantee adherence to the new company name with legal requirements.

The documents required for changing a company name include Attachments to Form MGT-14 (For Changing Company Name): 

• Officially certified copies of the Special Resolutions along with the accompanying statement.
• A copy of the meeting notice was sent to members, including all annexures. 
• Altered Memorandum & Article of Association. 
• Copy of the Attendance Sheet of the General Meeting. 
• Shorter Notice Consent, if applicable.

Supplementary documents for Form INC-24 (For Approval of Name Change):

• Observation accompanied by Expository Statements.
• Authenticated Genuine Duplicate of the Special Resolution.
• Modified Memorandum & Articles of Association.
• Summary of the meeting held by the board.
• Sworn statement provided by directors

Several crucial documents are mandatory to be submitted along with MGT-14 and INC-24 to make changes. The company's name has achieved success. The documents consist of:

• Official document certifying the establishment of a corporation.
• Memorandum of association (MOA) and article of association (AOA)
• Electronic signature from the approved director
• Evidence of officially recorded business location
• Shareholders and directors roster.
• Schedule for Company Name Change

The process of renaming a company usually requires about 10 to 15 business days as it involves obtaining approvals from different sources and divisions.

To change the name of a private limited company, a structured process must be followed, as described further:

Step 1: Resolution passed by the board

Start the process by organizing a board meeting. During this assembly, the board of directors will decide to alter the name of the company. They will also empower a Director or the Company Secretary (CS) to confirm the new name's availability in collaboration with the Ministry of Corporate Affairs (MCA). Furthermore, the board will establish the foundation for carrying out an Extraordinary. A special resolution must be approved at an Extraordinary General Meeting (EGM).

Step 2: Verifying the Availability of the Name

To confirm that the selected company name is both available and meets regulatory standards, the authorized director must check.

The steps will be followed by the company secretary.

• Booking Inquiry: The designated representative will start a request for reserving and getting approval for the new booking. Register your name with the Ministry of Corporate Affairs (MCA) through the RUN (Reserve Unique Name) service.
• Availability of the suggested company name will be checked through the RUN facility. This procedure reflects the process of approving a name when the company is first established.
• Confirmation will be issued by the Registrar of Companies (RoC) once the request has been processed. concerning the potential use of the suggested name. Please be aware that this confirmation is not the final decision.
• The company name approval only verifies the availability of the requested name. The name must comply with specific guidelines during compliance checks. It should not bear a strong likeness to an already existing one The name of the business or brand should not contain banned words as specified in the Companies (Incorporation) Rules 2014. The same conditions that were applicable during the initial name approval process also apply in this case.

Step 3: Approving a Special Resolution

Once the Registrar of Companies (RoC) has confirmed that the requested name is both available and meets all requirements, the next steps can be taken. The company must move forward with the following procedures to officially alter its name:

• EGM Calling: Have a conversation and decide on voting about the suggested change of name. The meeting must be scheduled with appropriate advance notice and a defined agenda involving changing the company's name as part of the resolution.
• Approving a Special Resolution: A special resolution will be put forward and decided upon at the EGM. This particular resolution must declare the company's plan to change its name and implement the required modifications. Memorandum of Association and Articles of Association need to be updated to incorporate the new name.
• Shareholders' Approval: The resolution needs a majority of affirmative votes to be passed. Shareholders in attendance and participating in the EGM. The criteria for approving a special resolution may differ depending on the circumstances. The company's Articles of Association and relevant laws
• Documentation with the Registrar of Companies (RoC), and papers, like the modified Memorandum of Association and Articles of Association, are filed with the RoC.
• Approval from the RoC will be granted after reviewing the documents for the name change, and amendments linked to the company's governing documents.

Step 4: Requesting approval for a name change from the Registrar.

Following the approval of the special resolution and the EGM, the company is required to adhere to a formal process in order to apply for the approval of changing the name by the Registrar of Companies (RoC). These are the procedures entailed:

• Submitting Form MGT-14

The company must submit Form MGT-14 to the RoC within 30 days of approving the special resolution. This document includes important information regarding the special resolution.

• Submitting Form INC-24

Following a successful submission of Form MGT-14, the company must proceed to submit Form INC-24 to the RoC. This form is utilized for permission-seeking purposes from the Central Government regarding the change of name. The company is required to state reasons for the name change and indicate the total count of members present in Form INC-24 The extraordinary general meeting, the count of members approving and rejecting the resolution, and the percentage of shares at stake.

Through finishing these procedures and providing the required paperwork, the company aims to obtain regulatory approval authorities in charge of approving the name change, making sure it follows the necessary legal regulations.

Step 5: Issuance of Certificate of Incorporation for Name Change 

After reviewing the documents, the Registrar of Companies (RoC) will issue a new Certificate of Incorporation once they approve the name change application. It is crucial to understand that the name change procedure is deemed finished only once the RoC has provided the new Certificate of Incorporation showing the revised company name. This certificate is an official confirmation of the name change's success and is important to keep as a crucial legal document for the company.

Corpseed offers extensive help to businesses seeking to alter their names in India. A team comprised of skilled experts and thorough knowledge of the legal processes can effectively assist you during the entire procedure. Whether it's drafting resolutions, completing required forms, or communicating with government authorities, Corpseed guarantees a smooth and compliant process for changing your company's name. Choose Corpseed as your partner in navigating the legalities of the name change process to save time and prevent potential issues with specialists.