How Can a Section 8 Company Change Its Name?
Brief: The name is the first clause of a company’s Memorandum of Association (MOA). For a Section 8 company, changing it involves both the rules for altering a company name and the requirement to obtain prior approval before altering its MOA. The company should check its filing status and proposed name, obtain the approval required under Section 8(4)(i), pass a special resolution, and apply for approval of the name change. The new name takes effect only when the Registrar issues a fresh certificate of incorporation. The company must then update its tax, banking, donor and other records and display its former name for the prescribed period.
- Short Answer
- Applicable Legal Provisions
- Legal Position
- Same company, new name
- Why is separate prior approval advisable?
- Choosing the new name
- Clear filing defaults first
- Practical Procedure
- Example
- Conclusion
- FAQs
- Q1. Can a Section 8 company add “Private Limited” through a name change?
- Q2. Is a new PAN required after the name change?
Short Answer
A Section 8 company should reserve its proposed name, obtain prior approval for altering its MOA under Section 8(4)(i), pass a special resolution, file Form MGT-14, and apply in Form INC-24. The Registrar then issues a fresh certificate of incorporation in Form INC-25. The change takes effect on the date of that certificate, not on the date of the resolution. Obtaining the Section 8 approval separately before the alteration is the conservative approach; the filing route and sequence should be confirmed with the jurisdictional Registrar.
Applicable Legal Provisions
- Section 8(1) of the Companies Act, 2013: A company licensed under this provision is registered without “Limited” or “Private Limited” in its name.
- Section 8(4)(i): A Section 8 company cannot alter its MOA or Articles without the previous approval of the Central Government. The relevant powers have been delegated to the Registrar of Companies.
- Section 13(1)–(3): Alteration of the MOA requires a special resolution. A change of name requires approval under Section 13(2), subject to the exceptions stated there, and becomes complete and effective only upon issue of a fresh certificate of incorporation.
- Section 4(2) and (3): The proposed name must satisfy the statutory restrictions on company names, including restrictions concerning an identical or closely resembling company name and names requiring prior government approval.
- Rule 29 of the Companies (Incorporation) Rules, 2014: A name change is restricted where the company is in default in filing annual returns, financial statements or another document due for filing with the Registrar, or in repayment of matured deposits or debentures or the interest on them. The rule provides for the application in Form INC-24 and the fresh certificate in Form INC-25.
- Section 12(3): The company must display and print its name and prescribed particulars in the required places and documents. After a name change, its former name must also be displayed or printed for two years in the manner prescribed by that provision.
Legal Position
Same company, new name
A change of name does not create a new legal entity. The company’s rights, obligations and existing contracts continue, although counterparties and authorities should be informed and their records updated.
Why is separate prior approval advisable?
Section 8(4)(i) requires previous approval for an alteration of the MOA or Articles. Section 13(2) addresses approval of the proposed name. Because these provisions serve distinct purposes, the prudent course is to obtain the Section 8 approval before passing and implementing the resolution to alter the name clause, and then complete the Section 13 name-change process. Practitioners should confirm with the jurisdictional Registrar the applicable form and supporting documents for the Section 8 approval; Form GNL-1 may be used where directed by the Registrar. An approval in INC-24 should not automatically be assumed to satisfy the requirement of previous approval under Section 8(4)(i).
Choosing the new name
The proposed name must comply with Section 4 and the applicable name-availability rules. A Section 8 company cannot simply add “Limited” or “Private Limited” through an ordinary name-change application while retaining its Section 8 status. A name suggesting an activity inconsistent with its licensed objects may also invite scrutiny.
Clear filing defaults first
Before applying, check whether any annual return, financial statement or other document due for filing with the Registrar remains outstanding. Also check for defaults concerning matured deposits or debentures and related interest. Resolve applicable defaults before submitting the name-change application.
Practical Procedure
| Step | Action | Form or timing |
|---|---|---|
| 1 | Check filing compliance, the company’s licence and objects, and availability of the proposed name. | Before initiating the application |
| 2 | Convene a board meeting and approve the proposal, draft alterations and applications. | Board resolution |
| 3 | Reserve the proposed name through the applicable MCA name-reservation service. | Subject to the reservation’s validity |
| 4 | Seek previous approval for the proposed alteration under Section 8(4)(i), following the jurisdictional Registrar’s filing instructions. | Before altering the MOA or Articles |
| 5 | Convene a general meeting and pass a special resolution to alter the name clause and, where needed, the Articles. | Apply the notice period available to the company; file MGT-14 within 30 days of the resolution |
| 6 | Apply for approval of the name change with the resolution and supporting approvals. | Form INC-24 |
| 7 | Obtain the fresh certificate of incorporation. | Form INC-25; the change is effective from its date |
After the certificate: Update Income-tax and GST records, bank accounts, donor receipts, contracts, grants, FCRA records (where applicable), CSR records, employment registrations, stationery, website and signboards. Check each authority’s procedure for recording the changed name. Continue to display the former name for two years as required by Section 12(3).
Consequences of non-compliance: Failure to meet the display requirements may attract the penalty under Section 12(8). An alteration made without the approval required by Section 8(4)(i) may expose the company and persons in default to action under Section 8(11). Check the applicable statutory text and facts before quantifying any penalty.
Example
Nayi Disha Welfare Association, a Section 8 company, proposes to change its name to Nayi Disha Foundation. It checks name availability and filing compliance, seeks previous approval for altering its MOA, passes the special resolution, files MGT-14 and INC-24, and receives a fresh certificate in INC-25. Its new name takes effect on the date of that certificate. For the following two years, it also displays its former name as required by Section 12(3).
Conclusion
A Section 8 company’s name change is an alteration of its constitutional documents as well as a change to its public identity. The prudent sequence is to clear filing defaults, obtain the previous approval required under Section 8(4)(i), complete the special-resolution and INC-24 process, and use the date of the fresh certificate as the effective date. A written checklist will help ensure that tax, banking, donor and regulatory records are updated.
FAQs
Q1. Can a Section 8 company add “Private Limited” through a name change?
No. A company retaining its Section 8 status is registered without “Limited” or “Private Limited”. A change in that status involves the separate statutory process for conversion or revocation, as applicable.
Q2. Is a new PAN required after the name change?
A name change does not, by itself, create a new entity. The company should update its name in PAN and other tax records through the applicable procedures, rather than treating the change as incorporation of a new taxpayer.
Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES, Company Secretary in Practice, Delhi. Email: [email protected].
Disclaimer: This article provides general information based on the provisions considered at the time of writing. Requirements and MCA filing processes may change. Readers should check the current law and obtain professional advice for their facts.
