Your company name is the central element of your brand. While renaming your brand, you must make sure that the new name relates to your brand story.
An existing company may change its name for many reasons such as :
- Due to amalgamation or merger of the business
- The new name is corresponding to a new business or brand.
- Change in your value propositions
- To give effect to a trademark registration in the name of company
- To rectify any spelling errors
Before starting the process of change in company name, you must make sure that there is no default in annual return or financial statements or any document filing. There should not be any default in repayment of matured deposit or debentures or interest on deposits or debentures.
Search MCA and Trademark database
Before applying for approval or starting any other process, we suggest you to make sure that the desired names are available for you to use.
You can find it by doing a comprehensive search of MCA and trademark database.
If you are not finding the exact or similar name in MCA and trademark database, then you can go ahead and follow below steps to get all required approvals.
Conduct a board meeting
To rename your company, the first and foremost thing you should do is to call for a board meeting.
In that meeting of board of directors, you should authorize a director to apply required forms with the government for ascertaining availability of proposed name and call an extraordinary general meeting of shareholders to change the name of the company, alter memorandum of association and article of association.
You are required to place the need and reasons of change in company name.
Please note, as the name approval will take time and within 20 days of approval you need to adopt the name, you have to fix the date of EGM in such a way that you will have sufficient time to complete the process.
Apply for new name approval
To reserve your new name, RUN feature at MCA site should be used. You can apply two names in order of your priority to MCA.
You need to pay Rs 1,000 as application fee while applying for name approval.
If Registrar finds the name undesirable, then the application will be sent back to you for resubmission. You can re-submit again with new names within the time allotted by MCA.
You will get two chances from the Registrar to re-submit your application with new names. After the 2nd resubmission, if the registrar finds the proposal not fit for approval, then he shall reject the application. In this case, you need to apply a fresh application along with a fee of Rs 1,000.
It’s not necessary that you should apply and reserve only one name for your company. If you want, more than one name can also be reserved. However, you have to do all necessary compliances to adopt that name within the time allowed.
At present, government allow 20 days time from the date of approval to register the company name. If you haven’t availed it within 20 days time, then the company name will be available to public for use. However, you can re-apply to get another 20 days time.
While applying for name approval, you need to make sure that it’s applied as per Companies Act, 2013 as certain words and expressions are not specifically allowed to register.
After getting your name reserved, you need to place it in EGM of members to get approval.
Arrange extraordinary general meeting (EGM) of shareholders
In the extraordinary general meeting s of members, you need to pass a special resolution to change company name and alter MOA and AOA.
In that same meeting, you need to allow one director or secretary to carry out such changes in all the documents wherever it’s required to reflect the new name of the company and file all necessary forms and applications with various agencies to give effect to the new company name.
File e-form MGT-14
For the special resolution passed in EGM, you need to file e-form MGT-14 with MCA.
A certified true copy of the special resolution along with a copy of the notice convening the EGM including the explanatory statement has to be attached with MGT -14 for approval.
You have time limit of 30 days from the date of passing special resolution to file e-form MGT-14. However, we suggest you to file it immediately as the SRN generated after filing the form will be required while filing for conversion of old to new name.
File e-form INC-24 to get a fresh certificate
To get registration certificate with the new name, you need to file e-form INC-24.
After filing e-form INC-24 for change in company name, if ROC is satisfied, then a fresh certificate will be issued with the new name. Such new name will be effective from the date as mentioned in the fresh certificate.
Please note, while filing e-form INC-24, you are required to mention the reason for applying to change the company name. The given reason must match with the resolution that has been placed for approval. If you have not mentioned a justified reason for such change of name of the company, then your application may get rejected.
Following things you are required to attach with form INC-24:
- Certified true copy of the special resolution passed in the EGM
- Altered MOA and AOA
- Approval from government, if any.
After getting it approved, you need to do certain mandatory changes to documents, certificates and other things in which your old name is used.