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Company Name Change at MCA

Changing company names amounts to a significant alteration since the Memorandum of Association and Articles of Association need to be altered. As per the Companies Act 2013, a company may change its name by passing a special resolution in the general meeting and receiving approval from the Registrar of Companies (ROC) and the Central Government.

Change in Company Name: Overview

Choosing a right name for the business is one of the first most important and hardest part for a startup. As the name of the business will be your primary calling card and will show up in every place associated with the business. Therefore, it is important to come up with a name that creates a positive first impression, intriguing and clear. A company’s name is included as the first clause in the Memorandum of Association (MOA). This document outlines the company’s objectives and sets out its rules and regulations. For a private limited company, the name clause specifies the name that the company will operate under. However, there may be occasions when a company’s management decides to change the name of the company. This could be for various reasons such as rebranding, expanding into new markets, or reflecting a change in the company’s focus. To change the name of a private limited company, the consent of the shareholders through a special resolution and MCA approval are required. The change of name of a private limited company has no impact on its legal entity or its existence as a corporate entity. The change of name of a company will not create a new company or new entity. Therefore, the change of company name shall not:

  • Affect any rights or obligations of the company;
  • Render defective any legal proceedings by or against the company;
  • Not affect any legal proceedings by or against the company and pending in the old name; they may continue in the old name.

In such cases, the company must follow a specific process to obtain approval for the name change.

Key Steps

  • Approval of the Board of Directors
  • Approval of more than 75% of Shareholders
  • Approval of the ROC (MGT-14)
  • Approval of the Central Government (INC-24)

Reasons for Change in Company Name

Voluntary Change of Name

The company board may decide to change the company name voluntarily. It is legal to change the company name voluntarily subject to the fulfilment of all the conditions.

Change in Business Activity

A company board may decide to change the name when it changes its business activities. It may change the name to reflect the new or additional business objects. In such circumstances, the company should also alter its Memorandum of Articles to change its main object.

Rebranding/Marketing

A company can change its name for marketing reasons or to effectively position the company’s brand. It may also change the name to as per the latest fashion and trend for better brand positioning. When a company is ready to move into a new market, it may change its name to reposition its brand.

Change of Ownership

Usually, when the ownership of a company changes or entity takeovers the company, it is seen that the company name also changes to reflect the authority of the new management and for branding purposes.

To Avoid IPR Issues

A company may change its name to reinforce its trademark or copyright in its name. Similarly, the company can change its name to avoid a potential IPR conflict. 

In Compliance of ROC Direction

The ROC can make an order directing the change in the company name subsequent to a complaint filed by another company claiming priority of use of the name or trademark. In such a case, the company will have to change its name. 

Procedure for Company Name Change

Procedure to Change/Alter name of company under companies act, 2013

STEP 1 – Board Resolution

A Board meeting must be convened to pass a resolution for change of name of the company and to authorize a Director or Company Secretary to make an application to the MCA for ascertaining availability of proposed name. At the same Board meeting, a resolution to convene an extraordinary general meeting for changing the name of the company, and altering the MOA and AOA can also be passed.

STEP 2 – File RUN Application

Once a resolution is passed ascertaining availability of proposed company name, the authorized person can make a name application to the MCA. The procedure for name application is similar to that of the name application procedure followed during incorporation of a private limited company. Therefore, the name must be as per the Companies Act, 2013 naming guidelines. To file the RUN application, the company is required to pay a government fee of Rs. 1000/-. The ROC then evaluates the application to ensure that the proposed name is unique and not already in use by another company, limited liability partnership (LLP), domain, or trademark. If the proposed name is deemed acceptable, the ROC approves the new name and issues a name reservation certificate. This certificate confirms the company’s right to use the new name for a specified period, typically 20 days.

STEP 3 – Hold EGM

Once a name is approved by the MCA, the Company must conduct an extraordinary general meeting and pass a special resolution for change of company name, and consequential changes to the MOA and AOA. The notice for the EGM must include the proposed resolution to be passed as a special resolution and an explanatory statement. The explanatory statement should provide details about the reasons for the name change and its potential impact on the company and its stakeholders. During the EGM, shareholders will have an opportunity to discuss the proposed name change and vote on the special resolution.

STEP 4 – Registration of Special Resolution

A special resolution is a decision that requires the approval of at least 75% of the voting rights of the shareholders present at the EGM. Once the special resolution to change the name of the company is passed at the EGM, the company must file it with the Registrar of Companies (ROC) for approval.

To file the special resolution, the company must use Form MGT-14 and pay the prescribed fee. The company must file the form with the ROC within 30 days of passing the resolution at the EGM. The Form MGT-14 should include a copy of the special resolution passed at the EGM, along with other required documents such as the notice of the EGM, the explanatory statement, and the minutes of the EGM.

STEP 5 – Seeking Approval of Central Government

To officially change a company’s name, the company must file an application with the Registrar of Companies using Form INC-24. The form should include an amended copy of the MOA and AOA along with a copy of the notice of the EGM and the special resolution approving the name change.

STEP 6 – Issue of Fresh Certificate of Incorporation by ROC

With the approval of MGT-14 and INC-24, the ROC issues a fresh Certificate of Incorporation with the changed name. It’s important to note that the company cannot use its new name until it receives the fresh Certificate of Incorporation from the ROC. Until then, the company should continue to use its old name for all legal and business purposes. After the company receives the fresh Certificate of Incorporation, it should update all relevant legal and financial documents with the new name. This includes licenses, permits, bank accounts, contracts, and any other legal documents that reference the company’s name. It’s also important to inform all stakeholders, including customers, vendors, and employees, about the name change to avoid any confusion or misunderstandings.

Documents Required For Company Name Change

To apply for a name change for an existing company, there are two sets of necessary documents. The first set of documents is readily available with the company and includes items like the Memorandum and Articles of Association, Board Resolutions, and Shareholder Resolutions. The second set of documents includes drafts prepared specifically for the name change.
Once the necessary documents are ready, they must be signed and annexed as attachments to the relevant ROC forms, such as the RUN form, MGT-14, and INC-24. These forms are used to formally apply for a name change with the ROC. It’s important to ensure that all the documents are accurate and complete before submitting them to the ROC. Any errors or omissions could delay the approval process or result in the application being rejected. By submitting the required documents and following the proper procedures, a company can successfully change its name and update its legal and business documents accordingly.
 

TIMELINE FOR CHANGE IN NAME OF COMPANY

Timeline: The process of changing a company’s name typically takes around 10 to 15 working days, as there are multiple steps that need to be completed by the company, as well as approvals required from the ROC and the Central Government.
 

Cost in Changing Name of Company

 
Professional Fee: The total cost of changing a company’s name includes two main components: the professional fee charged by service providers like Domiyance Finance, and the ROC filing fee. The ROC fee will vary depending on the type of company and its authorized capital.
The professional fee charged by Domiyance Finance will depend on the specific requirements of each individual case, such as the complexity of the name change process and the level of support needed. 
By working with a trusted and experienced service provider like Domiyance Finance, you can ensure that your company’s name change process is handled smoothly and efficiently, with all necessary documentation and procedures completed correctly and on time. This can help minimize any potential delays or complications, and allow you to successfully change your company’s name while keeping costs under control.

ROC Fee:

  1. RUN Form: Rs. 1000/- for application to reserve new name of company;
  2. MGT-14: Rs. 300 to Rs 600 Based on the capital of the company;
  3. INC-24: Rs. 1,000/- to Rs 20,000/- Based on Company type and Capital.
Fee Table for Filing MGT-14
S.NoAuthorised CapitalROC Fee Payable
1.
Less than Rs. 1,00,000/-
Rs. 200/-
2.
Rs. 1,00,000/- to 4,99,999/-
Rs. 300/-
3.
Rs. 5,00,000/- to 24,99,999/-
Rs. 400/-
4.
Rs. 25,00,000/- to 99,99,999/-
Rs. 500/-
5.
100,00,000 or More
Rs. 600/-
Fee Table for Filing INC-24
S.NoAuthorised CapitalOPC & Small CompaniesOther than OPC & Small Company
1.
Upto Rs 25,00,000/-
Rs. 1,000/-
Rs. 2,000/-
2.
Rs 25,00,001 to Rs 50,00,000/-
Rs. 2,500/-
Rs. 5,000/-
3.
Above Rs. 50 Lakh to 5 Crores
–
Rs. 10,000/-
4.
Above Rs. 5 Crores to 10 Crores
–
Rs. 15,000/-
5.
Above Rs 10 Crores
–
Rs. 20,000/-

Follow up Activities After Company Name Change

Once the RoC issues the new certificate of incorporation, the new company name must be incorporated in all the copies of MOA and AOA. The company must also make changes and put its new name in the following documents:

  • The common seal of the company and official company seal;
  • Promissory notes and bills of exchange;
  • Company bank account name;
  • Tax authorities, EPF and ESI department;
  • Company website and social media accounts;
  • Company PAN and TAN;
  • Company letterheads, business cards, etc;
  • Company statutory registers;
  • Employment and business contracts;
  • Update business licenses or permits.