A company’s name is more than just a label. It represents their identity, values, and mission. So when a company decides to change its name, it’s a big deal. That’s exactly what happened with our beloved brand. After much consideration and reflection, we’ve decided to rebrand ourselves with a new name that better reflects who we are and where we’re headed. In this article, we’ll share the exciting details of our name change and what it means for our customers and community. Get ready to be inspired!
A private limited company can also modify the name it chose when it was incorporated, but this requires following certain procedures.
To alter the name of a private limited company, a special resolution must be passed by the shareholders, and permission must be obtained from the Ministry of Corporate Affairs (MCA). This means that changing a company’s name is not a decision that can be made by one individual alone; it involves the input and agreement of all parties involved. Despite the change in name, however, the legal status and continued existence of the company remain unaffected. The process may seem daunting, but it is necessary to follow the rules and regulations set out under the Companies Act, of 2013. Ultimately, changing a company’s name should only be done after careful consideration and planning to ensure a smooth transition and maintain the integrity of the business.
A Company decides to alter its name for a number of reasons. The following is a list of some of the typical reasons:
The change of name shall not be permitted to a company that has not filed annual returns or financial statements required to be filed with the Registrar or that has failed to pay or repay matured deposits or debentures or interest thereon, in accordance with Rule 29 of the Companies (Incorporation) Rules, 2014.
Provided that the change of name must be authorized to such companies upon submission of the required documents, the payment or repayment of matured deposits, debentures, or interest on them, as applicable, or both.
Calling of a Board Meeting: A meeting of the Board of Directors shall be called to consider the reason for changing name of the company and get its approval for change in name of the Company. Also a Board resolution authorizing the Company Secretary/ Director to make the required application to the Registrar of Companies shall be passed in the meeting.
Application for RUN – Application for the reservation/availability of name shall be made in eform RUN along with prescribed fee of Rs. 1,000/- which may either be approved, resubmitted or rejected, as the case may be, by the Registrar, Central Registration Centre. The following points must be considered while filing the application -
Calling Extra Ordinary General Meeting: On approval of the name, the company shall call Extraordinary General Meeting and pass a special resolution to approve alteration in Name Clause of the Memorandum of Association.
Requisite Filings: The following e-forms shall be filed by the Company within a span of 30 days of passing the Special Resolution:
Issuance of Fresh Certificate of Incorporation: After scrutiny of the documents filed, the ROC shall issue a fresh certificate of incorporation digitally signed in Form INC-25.
The company shall file form MGT-14 (for filing of special resolution on alteration of Memorandum of Association) and INC-24 (Application to Registrar of Companies for approval of name under Memorandum of Association and issue of new Certificate of Incorporation) within a period of 30 days from the date of EGM.
Attachments to form MGT-14:
Attachments to form INC-24:
(a) paint or affix its name, and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in legible letters in local language and English preferably being commonly used.
(b) get its name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses, if any, printed in all its business letters, billheads, letter papers and in all its notices and other official publications;
(c) updation of address in all other statutory offices, EPFO, ESI, Income Tax, GST and other valid registrations.
Which approvals are required for a Name Change?
As far as Approvals are concerned Firstly Board Approval is required, then Shareholder’s approval then Approval from Registrar of Companies (ROC)
How long will it take for the name change after filing the documents with the ROC?
Name Change is subject to approval of concerned ROC, however it normally takes 15-20 days from filing of e-forms.
What should one do after the name change?
After the name changes, the company should inform its stakeholders about the same and make necessary post-compliances, like reprinting the MOA AOA of the company with the new name, amending letterheads and official documents and stamps, etc.
Whether MoA & AoA is required to be altered?
Yes, every copy of the MoA and AoA has to be altered as per the new name of the company.
Whether PAN Number will change?
No, PAN means Permanent Account Number, it will be permanent. However, the Company shall have to make the necessary application to the Income Tax Authority for a Change of PAN Name. The new amended Certificate of change of name is required for the same.
Whether GST Number will change?
No, GST Number will also not change however, the company has to make the necessary application for amendment of Legal & Trade Name with the GST Authorities.
Whether the company has to intimate its customers of the name change?
Yes, as a matter of good practice company should intimate all its customers through marketing and advertisement about the name change, so that loyalty remains with the customers.
Whether the company has to display the old name together with the new name?
Yes, for a period of 1 year from the name change of the company, the Old name shall be displayed in all the letterheads, hoardings, and banners, together with the new name.
When will the new name be effective?
New Name shall be effective when ROC issues the New Certificate of registration of the name of the company.
Where to apply for Name Reservation?
The company should apply in the RUN facility for the name change of the company.
Is Central Government (Regional Director – RD) Approval required?
No, Central Government approval is only required when a company makes any addition or deletion of the word “Private”.
Can the company alter its object clause simultaneously?
Yes, if there is any requirement to alter the Object clause of the company for a name change then the company can do so.
Can the company change its name in its first year of incorporation?
The No, Company cannot change its name as compliances for the private limited company should be completed to date for the name change.
Whether the company has to change its bank account?
Yes, an old bank account has to be closed and a new bank account with the new PAN & GST should be provided for the open of the new bank account.
What all forms are required to be filed for a Name Change?
RUN for Name Change Application, MGT-14 for Filing of Special Resolution and INC-24 for taking approval from ROC.