PVT LTD COMPANY
CHANGE IN COMPANY NAME
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OVERVIEW
CHANGE IN COMPANY NAME
A company’s name serves as its distinctive identity, and the first clause of the memorandum of association usually contains it (MOA). The name clause for a private limited company provides the business’s name. However, the management of a corporation could choose to change the name of the company in certain situations. This might be done for a number of reasons, such as rebranding, entering new markets, or changing the company’s focus. In these circumstances, the business must adhere to a specified procedure to get authorization for the name change.
If a company misses the deadline to submit its financial statement, annual return, or any other document or report to the Registrar of Companies, it may not be permitted to change its name under Section 13(2) of the Companies Act, 2013, read with Rule 29(2) of the Companies (Incorporation) Rules, 2014. (ROC).
NAME CHANGES FACTORS
FACTORS FOR COMPANY NAME CHANGES
Intention to change name
Voluntarily changing the company name is legal and common practice, provided all other requirements are met. The firm may elect to do it on its own.
For marketing/rebranding
Companies occasionally alter their names to conform to the most recent trends and fashion for better brand placement, whether for marketing purposes or to successfully position the company’s brand.
Modification of Business Activity
The business may elect to modify its name to better reflect the new or extra business objectives. The corporation also modifies its MOA in the current situation to change the primary object.
Alteration of Ownership
It is common for a company’s name to change following a change in ownership or takeover in order to represent the authority of the new management and for branding reasons.
To prevent IPR problems
To protect their trademarks or copyrights in their names, the companies may change their name. A potential IPR conflict is also avoided by changing the firm name.
In accordance with ROC Regulation
When another firm files a complaint alleging precedence of the use of a name or trademark, the ROC may also issue an order requiring a name change for the company.
REQUIRED DOCUMENTS
DOCUMENTS REQUIRED FOR COMPANY NAME CHANGE
- Current Certificate of Incorporation
- MOA and AOA in word format
- List of Directors and Shareholders
- Proposed name (s) in order of preference.
- Digital Signature of the authorized director
- Letterheads and rubber stamp of the director
Documents to be attached with ROC Form
- RUN Form
- Copy of Board Resolution
- Consent of TM Owner (If applicable)
- MGT-14 and INC-24
- EGM Notice along With Explanatory Statement
- Certified Copies of EGM Resolution
- Altered MOA & AOA
- Attendance Sheet of EGM
- Consent for Shorter Notice (If applicable)
PROCEDURE
PROCEDURE FOR COMPANY NAME CHANGE
STEP 1: A board meeting
The board of directors is important when a corporation changes its name and initially decides the company’s suggested name. The board of directors officially approves the name change by passing a resolution when a proposed name has been chosen.
STEP 2: Verify Name Availability
The next step is to use the RUN (Reserve Unique Name) tool to submit a request to ROC for the Reservation of a New Name after the board of directors has decided on the company’s new name. A copy of the Board Decision and, if appropriate, a No Objection Certificate (NOC) from the trademark holder is required to be submitted with this request.
STEP 3 – Hold EGM
The company must call an Extraordinary General Meeting (EGM) to request shareholder approval after the Registrar of Companies (ROC) accepts the new name. Every shareholder must receive notice of the EGM from the board of directors at least 21 days before the meeting. Shareholders will have a chance to talk about the suggested name change and cast their votes on the special resolution at the EGM. A special resolution requires the consent of at least 75% of the shareholders present in person or by proxy at the meeting.
STEP 4: MGT-14 filing (Registration of Special Resolution)
A special resolution is a choice that needs the support of shareholders who have at least 75% of their voting rights present at the EGM. The firm must submit the special resolution to alter the company’s name to the Registrar of Companies (ROC) for approval after it has been approved at the EGM. The business must use Form MGT-14 and submit the special resolution along with the required fee. The corporation must file the paperwork with the ROC within 30 days of passing the resolution at the EGM. Other mandatory documents like the minutes of the EGM, the notice of the EGM, the explanatory statement, and Form MGT-14 should also include a copy of the special resolution adopted at the EGM.
STEP 5: INC-24 filing (Seeking Approval of Central Government)
A corporation must submit Form INC-24 to the Registrar of Companies (ROC) in order to formally alter its name. Copy of the modified Memorandum of Association (MOA) and Articles of Association (AOA), as well as a copy of the special resolution and notice of the EGM authorizing the name change, should all be included in the form.
STEP 6: The ROC issues a new certificate of incorporation.
Following MGT-14 and INC-24’s acceptance, the ROC provides a new Certificate of Incorporation bearing the modified name. It’s crucial to keep in mind that the business cannot operate under its new name until it receives a new Certificate of Incorporation from the ROC. The corporation should continue using its old name up until that point for all official and commercial purposes. The company should change the name on all pertinent legal and financial papers as soon as it receives a new Certificate of Incorporation. All legal records, including the name of the company, such as licences, permits, bank accounts, contracts, etc., fall under this category. To prevent confusion or misconceptions, informing all relevant parties—including clients, partners, and employees the name change is critical.
TIMELINE
TIMELINE FOR CHANGING COMPANY NAME
Due to the number of steps the firm must follow and the approvals needed from the ROC and the Central Government, the process of changing a company’s name normally takes 10 to 15 working days.
COST IS CHANGING THE NAME OF THE COMPANY
- Professional Fee
- ROC Fee
- RUN Form: INR 1000 for application to reserve the new name of the company
- MGT-14: INR 300 to INR 600 (Based on the capital of the company)
- INC-24: INR 1,000 to INR 20,000 (Based on the type of Company and Capital)
NAME CHANGES CHECKLIST
CHECKLIST AFTER CHANGING THE BUSINESS NAME
Due to the number of steps the firm must follow and the approvals needed from the ROC and the Central Government, the process of changing a company’s name normally takes 10 to 15 working days.
1. Memorandum of Association:
This legal document outlines the company’s governing principles, including its name, goals, and operations. This document must be updated to reflect the company’s new name.
2. Articles of Association:
The company’s internal management is governed by a set of rules called the Articles of Association. The Articles of Association must be revised if any of these provisions are affected by the company’s name change.
3. Licenses and Permits:
If the business is in possession of any licenses or permits, it needs to change the name on the paperwork.
4. Registrations with the government:
All government registrations, including those with the Companies Registrar, tax authorities, and any other pertinent regulatory bodies, must update the company’s name.
5. Bank Accounts:
The business must update all of its bank accounts and associated paperwork and notify its bank of the name change.
6. Business Stationery:
To match its new branding, the organization must change all of its business stationery, including letterheads, invoices, and business cards.
7. Contracts and Agreements:
All contracts and agreements that the business has made with third parties must be updated with the new name.
8. Intellectual Property Rights:
The business must change the name listed on any trademarks or other intellectual property rights registrations, if it has any. To avoid any legal problems or challenges, it is crucial to make sure that all of these documents and registrations are promptly updated.
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