Introduction: Changing the name of a private limited company involves several procedural steps and document submissions. From passing board resolutions to obtaining approvals from the Registrar of Companies (RoC), this process requires meticulous attention to detail. In this guide, we outline each step involved in changing a company name, along with the necessary documents and timelines.
The step-by-step process for changing the name of a private limited company is outlined below:
1. PASSING BOARD RESOLUTION:
- A board meeting should be convened to pass a resolution for changing the company name. In this meeting, the board of directors will deliberate and approve the name change, authorizing a Director or the Company Secretary to verify name availability with MCA, and to call an Extraordinary General Meeting (EGM) for passing a special resolution.
2. Checking Name Availability:
- The authorized director or company secretary will request the reservation and approval of the new name through the MCA’s RUN (Reserve Unique Name) facility.
- They will check the availability of the new company name using the RUN facility. This procedure is similar to the one followed during the initial name approval.
- The Registrar of Companies (RoC) will confirm whether the proposed name is available. Please note that this is not the final approval; it merely confirms that the proposed name is available.
- The proposed name must not resemble any existing company name or trademark, and must not include words prohibited under the Companies (Incorporation) Rules, 2014.
- All other conditions applicable at the time of initial name approval are also applicable in this situation.
3. Passing Special Resolution:
- Once the RoC confirms the name availability, the company should call for an EGM.
- During the EGM, a special resolution will be passed to change the name and amend the Memorandum of Association (MOA) and Articles of Association (AOA).
4. Applying to Registrar:
- The special resolution must be filed with the RoC within 30 days of its passage. Form MGT-14, which contains details about the special resolution, must also be filed. The following documents should be submitted with MGT-14:
- Certified copy of the Special Resolution,
- Notice of EGM,
- Explanatory statement to EGM,
- Altered MOA,
- Altered AOA.
- After filing MGT-14, the company needs to file INC-24 with the RoC to obtain approval from the central government for the name change, along with the prescribed fee.
- INC-24 must be filed after MGT-14 as it requires the SRN of MGT-14 filed with the RoC. The following documents should be filed with INC-24:
- Certified copy of the minutes of the EGM where the special resolution was passed,
- Notice of the EGM,
- Copy of the resolution agreement indicating members’ votes for and against the resolution,
- Copy of approval order received from authorities such as SEBI, IRDA, RBI, etc., if applicable,
- Altered MOA and AOA with the new company name,
- Any other optional attachments.
- INC-24 also includes reasons for the name change, details about the number of members who attended the EGM, the number of members voting for/against the resolution, and the percentage of shareholding.
5. Issuance of Certificate of Incorporation:
- If the RoC is satisfied with the submitted documents, it will issue a new certificate of incorporation. The company name change process is not complete until the new certificate of incorporation is issued by the RoC.
Documents Required for Change of Company Name:
- Apart from the documents to be filed with MGT-14 and INC-24, the following documents are required:
- Certificate of Incorporation,
- Altered MOA and AOA,
- List of shareholders and directors,
- Digital Signature of the authorized director,
- Proof of registered business address.
Timeline for Change of Company Name:
- The time required to change the company name is approximately 10 to 15 working days as it involves multiple departmental approvals.
COMPLIANCES AFTER CHANGE OF COMPANY NAME:
- Once the RoC issues the new certificate of incorporation, the new company name must be updated in all copies of the MOA and AOA. The company must also update 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,
- Updated business licenses or permits.
Conclusion: Changing the name of a private limited company is a structured process that requires adherence to legal requirements and timelines. From passing board resolutions to obtaining approvals from the RoC and updating relevant documents and registrations, every step must be executed meticulously. By following this comprehensive guide, companies can navigate the process smoothly and ensure compliance with regulatory norms.
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