There can be many reasons to change a company name such as change in ownership, diversification of main business activities or entered to a new geography. Whatever may be the reason for change in company name, if you are interested to change then consider these simple suggestions and steps.
Determination of Company’s New Name
This is the first step towards change in company name. It depends on the availability of name and the provisions that companies act 2013 have prescribed. You can not get a name which violates the provisions of Companies act 2013.
MCA has a link where you can go and search with your desired name to see if there are any companies already registered or not.
Hold a Board meeting
Board of directors of a company should first decide the need and reason for change in company name and then pass a board resolution for such changes with six alternative names in the order of priority and authorize one of the directors to make application for availability of name with ROC in e-form INC-1.
Apply for approval of Company’s New Name
In order to change company name, the first and foremost legal compliance is to apply for approval of the new name to registrar of companies. Company can give 6 alternatives in order of priority to ROC in e-Form INC1 for approval in change in company name. Filing fee for e-Form INC1 is Rs.1000.
Company need to attach a certified true copy of the board resolution while submitting form INC1 with ROC. If ROC is satisfied then company name will be approved or else INC1 form will be sent for resubmission with reasons for not accepting company name.
After approval, the new name will be available for 60 days from date of application. Please remember this is not the final approval of your company name. ROC will send you a letter stating that this letter is only an approval for availability of company name.
Unless and until the certificate of incorporation with new name is issued to the company, the company cannot use the new name. To get certificate of incorporation, the company has to file Form INC24 within 60 days from the date of application.
Hold a board meeting and a General Meeting
After getting approval for availability of new name, company needs to hold a board meeting to convey a general meeting of share holders for the purpose of getting member’s approval for change in company’s existing name with the new available name as approved by ROC.
Board meeting should also approve the notice for calling general meeting and will authorize one director to do all formalities to comply with Companies act 2013.
Now as stated in the notice, hold general meeting of members and pass a special resolution in this regard which involves amendment to MOA and AOA.
Filing with ROC to get new certificate of incorporation – with new Company Name
After the name gets approved by members, company needs to file Form MGT14 for necessary changes in Memorandum of association and article of association within 30 days from the date of passing special resolution.
Following documents are required to be attached with e-Form MGT14;
- Minutes of the meeting
- Notice for calling general meeting
- Certified true copy of board resolution
- Altered memorandum of association and article of association
After getting e-Form MGT14 approved, company needs to file e-Form INC24 to give effect to the change in company name with following documents;
- Certified true copy of minutes of the general meeting where members passed the special resolution for change in company name
- If change in name is due to change in main activity then a certified copy from chartered accountant regarding turnover details from new activity should be enclosed
Earlier form 23 to file resolution for alternation of MOA and AOA has been now replaced with MGT14 under the new Companies act 2013. Similarly, for company’s name approval form 1A is replaced with e-Form INC1 and Form 1B has been replaced with e-Form INC24.
If ROC is satisfied, then after approval, a new certificate of incorporation will be sent to the email ID given in the form and company can use the new name. After above legal compliance procedures you can use the new name in place of the old name.
As per rule 29 of Companies (Incorporation)Rules, 2014, change of name shall not be allowed to a company which has defaulted in filing its Annual return or financial statements or any document due for filing with registrar of companies or which has defaulted in repayment of matured deposit or debentures or interest on deposit or debentures.
As per section 12 of Companies act 2013, up to two years, the company has to use the old name in addition to new name in all official publications.
