The name of any business constitution being an enterprise/ firm/ Company/ Organisation, as discussed in our various articles, is very vital aspect for any type of Business. In this article we will focus on how it is important for a Company (Private Limited Company) to change their existing name due to some structural change occurs in the company after the incorporation and registration of company. The name of the company in general helps third parties to alliance their needs with the activities of the company.
With the expansion or change of field of operations of the company, the name of the company may also be required to be changed. The change of company name, in addition to this, may be required for various reasons including the establishment of Brand Name.
The company comes into existence by following the provisions of law and hence any changes in the constitutional documents of the company shall first be approved by the concerned Registrar of Companies, where it is registered. Changing a company name requires the change in the “Name Clause” of the Memorandum of Association (MoA) of the company along with change in Articles of association of the company.
The change of the Name of the Company can be taken place due to various below mentioned reasons:
- The name puts geographical boundaries for the Company;
- Voluntary change by the Members of the Company;
- Company Name has become irrelevant with products & services offered;
- Current Name is not easy for consumers to spell or remember or it is too long to pronounce;
- Current Name is too general to establish distinct identity in Market;
- To enhance Brand Value of the Company; or
- Directed by Registrar for change of Company Name.
Where the change of name is required due to change in activities, the activities of both, change of Private Limited Company and change of Main Object of the Private Limited Company can be carried on simultaneously. We shall cover this procedure in detail in another article. The procedure to change the name of the company by the reason of change in activities or otherwise is noted below in detail.
Procedure for Change of Company Name in Private Company:
- Meeting of Board of Directors:
The consent of the Board of Directors shall be accorded for the proposed change in name of the company. Along with the consent for the said change, an authorisation shall be given to one of the director for making the application of Name Approval and to take necessary steps to effect the changes.
- Check Name Availability:
The name proposed to be applied shall be available for the application and hence it is to be chosen carefully and wisely. Read following to know what shall be considered regarding this aspect and also what are the provisions to look after while choosing the name of the company: Mark Business Identity Wisely – Choosing the name of Company
- Application and Reservation of Name:
The application for reservation of name shall be made in E-form INC 1 on MCA portal. The said from can be filed with maximum 6 names and in order of preference. The name once approved is reserved by the Ministry for a period of 60 days. The company shall accord the consent of members and complete the requisite procedure within said period.
- Consent from Members of the company:
The proposed name shall be approved by the members of the company before proceeding for any step. The consent of the members shall be conferred in the Extra-Ordinary General Meeting (EGM) of the members of the company by passing Special Resolution (i.e. consent of 75% members).
- Filing of E-forms with MCA:
Once the consent for proposed name change is obtained from the shareholders, forms for changing a company name shall be filed on the MCA portal
. E-form MGT – 14 shall be filed for intimation of special resolution passed and E-form INC – 24 shall be filed for seeking the approval of Central Government for proposed change.
- Issuance of fresh Certificate of Incorporation:
The Registrar, if satisfied with the application made and supporting documents furnished with the application, may approve the application. The registrar after approval of the said application will issue a Fresh Certificate of Incorporation (COI) with the new name of the company. The company name change shall be effective only after issuance of Certificate of Incorporation.
Effect of Change of Company Name:
The name proposed to be changed in the company shall be effective only after issuance of COI, as discussed above. After the issuance of Certificate of Incorporation, the company shall take few steps for updating the changes made.
- Displaying the name of the company:
The name of the company after issuance of the Certificate of Incorporation shall be displayed with the previous name of the company. The previous name of the company shall be mentioned along with new name for a period of 2 years from the change of name of company.
- Alteration of MoA and AoA:
Once the approval of Central Government is received, the company shall adopt the altered MoA and AoA of the company as furnished while filing of INC – 24. All the copies of the MoA and AoA, wherever available, shall be replaced by the altered copies of MoA and AoA. In addition to replacement of MoA and AoA, the name of the company shall be updated wherever it is written or appears.
After issuance of the fresh Certificate of Incorporation, an application shall be made to update the data of the Permanent Account Number and issuance of new PAN Card with new name of the company.
- Updating of data with Ministries:
The company shall make an application to update the name of the company on their registers. The application shall be made to the ministries or registries where the company is registered.
- Ratification of Contracts:
The contracts, which are entered in the name of the company, shall be ratified by the parties of the contract and the name of the company shall be adapted in the said contract or agreements.
The change of company name may be a tedious task, if appropriate guidance is not received in this regards, the advice and assistance of a Practising professional is required for carrying this procedure. Visit www.legalwiz.in for more information or consult our experts at 89806 85509 or drop an e-mail at email@example.com for more personalised solutions.