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Company Name Change

Under the Companies Act 2013, a company may change its name by passing a special resolution in a general meeting, subject to approval from the Registrar of Companies (RoC) and the Central Government. However, this change does not create a new company or entity. The company continues to operate under its new name, and the change does not affect:

  • The company’s rights or obligations
  • Any legal proceedings involving or against the company

 

How to Change Your Company Name

Legal Framework for Changing a Company Name

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Why Should I Use Auriga Accounting of Company Name Change ?

Auriga Accounting has a team of registration experts who can provide complete guidance to Company Name Change

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Complete Your Company Name Change

Why Should I Use Auriga Accounting of Company Name Change ?

Auriga Accounting has a team of registration experts who can provide complete guidance to Company Name Change

book appointment

Our team of experts will get in touch with you and collect all necessary documents and details

Resolve all your queries

We fill out and file your application for Event Based Compliance

Complete your Event Based Compliance

Complete Your Company Name Change

OVERVIEW - Company Name Change

What is Annual Compliance For a One person Company?

In today’s fast-paced business environment, a company’s name is more than just an identifier—it embodies its brand identity and corporate values. A well-chosen name can enhance customer perception, strengthen market presence, and leave a lasting impression on stakeholders. However, there are situations where a name change becomes necessary, whether due to rebranding, mergers, or strategic repositioning.

Changing a company’s name is a significant decision that requires careful planning and adherence to legal procedures. In India, this process is governed by the Companies Act, 2013, ensuring compliance with regulatory requirements. This guide explores the importance of a company name change and the legal steps involved in executing it successfully.

Legal Provisions for Company Name Change

Under Section 13(2) of the Companies Act 2013, a company may change its name by passing a special resolution and obtaining approval from the Central Government, which is delegated to the Registrar of Companies (RoC).

Section 4(2) of the Companies Act 2013 prohibits a company from adopting a name that:

  • Is identical or closely resembles an existing company’s name,
  • Violates any existing law, or
  • Is deemed undesirable by the Central Government (as per Rule 8 of the Companies (Incorporation) Rules, 2014).

Section 4(3) further states that certain words or expressions in a company’s name require prior approval from the Central Government to prevent misleading affiliations with the government.

Restrictions on Company Name Change (Companies (Incorporation) Rules, 2014)
  • Rule 29(1): A company that has defaulted in filing documents with the RoC or in repaying deposits or debentures is not permitted to change its name.
  • Rule 29(2): To initiate a name change, a company must submit Form INC-24 along with the prescribed fee. Upon approval, the RoC issues a revised certificate of incorporation in Form INC-25 reflecting the new name.

Reasons for Company Name Change

A company may choose to change its name for various reasons, including:

  1. Voluntary Name Change

The company’s board may decide to change the name voluntarily, provided all legal conditions are met.

  1. Change in Business Activity

If a company shifts its business focus or expands into new sectors, it may change its name to better reflect its new or additional business objectives. In such cases, the company must also update its Memorandum of Association to align with the revised business activities.

  1. Marketing or Rebranding

To enhance brand positioning, a company may change its name for marketing or rebranding purposes. This can help align the brand with current industry trends or support entry into new markets.

  1. Change in Ownership

When there is a change in ownership, such as a merger, acquisition, or takeover, the new management may opt to rename the company to establish its authority and reinforce its branding.

  1. Avoiding Intellectual Property (IPR) Issues

A company may alter its name to strengthen its trademark or copyright claims. Additionally, a name change can help avoid potential intellectual property disputes with other businesses.

Legal Framework for Company Name Change

Under the Companies Act 2013, a company may change its name by passing a special resolution in a general meeting, subject to approval from the Registrar of Companies (RoC) and the Central Government. However, this change does not create a new entity; the company retains its legal identity, and its rights, obligations, and ongoing legal proceedings remain unaffected.

Legal Provisions

  • Section 13(2): A company can change its name by passing a special resolution and obtaining approval from the Central Government.
  • Section 4(2): A company cannot adopt a name that is identical or similar to an existing one or is deemed undesirable by the government.
  • Section 4(3): Certain words or expressions that suggest government affiliation require prior approval from the Central Government.

Restrictions on Company Name Change

Companies that have defaulted in filing mandatory documents with the RoC or have outstanding debt obligations are not permitted to change their names.

Steps to be Taken After a Company Name Change

After changing its name, a company must update its records and notify relevant authorities to ensure a smooth transition.

  1. Legal & Regulatory Updates
    • Update the company name in all ongoing legal cases before District Courts, High Courts, or other authorities.
    • Modify records with government agencies such as PF, ESI, GST, PAN, and any other applicable statutory bodies.
  2. Business Documentation & Branding
    • Update company stationery, including letterheads, invoices, bills, office boards, and appointment letters.
    • Print both the old and new company names on all official documents for a continuous period of two years.
  3. Financial & Market Compliance
    • If the company holds shares in a listed company, it must report the name change to the depository and the respective company.
    • Update banking and financial institution records, as well as any relevant business registrations.

Registrar of Companies (RoC) Fees

  • RUN Form: ₹1,000 (for reserving the new company name).
  • INC-24: ₹1,000 to ₹20,000 (varies based on company type and capital).
  • MGT-14: ₹300 to ₹600 (depends on company capital).

Documents Required for Company Name Change

In addition to the documents filed with MGT-14 and INC-24, the following are required:

  • Certificate of Incorporation (existing)
  • Altered Memorandum of Association (MOA) & Articles of Association (AOA)
  • List of shareholders and directors
  • Digital Signature Certificate (DSC) of the authorized director
  • Proof of registered business address

Procedure to Company Name Change in India

  • Changing a company’s name is a significant step, often reflecting a shift in direction or rebranding strategy. Under the Companies Act 2013, the process involves the following key steps:

    1. Board Resolution
    • Initiation: Convene a board meeting to discuss and justify the proposed name change.
    • Approval: The board must pass a resolution approving the new name and authorizing a director or company secretary to check name availability with the Ministry of Corporate Affairs (MCA).
    1. Checking Name Availability
    • RUN Service: Use the Reserve Unique Name (RUN) service on the MCA portal to check if the proposed name is available.
    • Application: If the name is available, the process moves forward. If not, an alternative name must be proposed.
    1. Extraordinary General Meeting (EGM)
    • Special Resolution: Call an EGM of shareholders to pass a special resolution approving the name change. At least 75% of the voting power must be in favor.
    • Documentation: Maintain minutes of the meeting, including details of the resolution and voting results.
    1. Filing with the Registrar of Companies (RoC)
    • Form MGT-14: Submit this form within 30 days of passing the special resolution. It must include:
      • The special resolution
      • An explanatory statement
      • The altered Memorandum of Association (MOA) and Articles of Association (AOA)
    • Form INC-24: File this application along with the prescribed fee to seek official approval for the new company name.
    1. Issuance of a New Certificate of Incorporation

    Once the RoC approves the name change, a new Certificate of Incorporation is issued, legally confirming the updated name.

    Post-Change Compliance

    • Internal Updates: Revise the MOA, AOA, company seals, and shareholder agreements.
    • External Notifications: Inform banks, tax authorities, vendors, clients, and other regulatory bodies. Update all business licenses, official documents, company stationery, signage, website, and social

Essential Compliances After a Company Name Change

  • Once the Registrar of Companies (RoC) issues the new Certificate of Incorporation, the company must promptly update its name across all official records and documents, including:

    • Memorandum of Association (MOA) & Articles of Association (AOA)
    • Common and official seals
    • Promissory notes & bills of exchange
    • Bank account details
    • Tax authorities, Employee Provident Fund (EPF), and Employees’ State Insurance (ESI) records
    • Company website & social media accounts
    • Permanent Account Number (PAN) & Tax Deduction and Collection Account Number (TAN)
    • Letterheads, business cards, invoices, and other official stationery
    • Statutory registers & compliance records
    • Employment agreements & business contracts
    • Business licenses, permits, and regulatory registrations

Timeline for Company Name Change

The entire process typically takes 10 to 15 working days, as it involves approvals from multiple departments.

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