Overview : A board resolution for change of company name is the first crucial step when a company decides to alter its corporate identity. This resolution formally authorises the board to initiate the name change process under Section 13 of the Companies Act, 2013, including filing Form RUN for name reservation and convening an extraordinary general meeting for shareholder approval. The board resolution must comprehensively address all aspects of the proposed change while ensuring compliance with regulatory requirements.
Sample Board Resolution
Relevant Legal Provision:
Section 13 of the Companies Act, 2013 governs the alteration of memorandum of association, including change of company name. Under Section 13(2), any change in the name of a company requires approval from the Central Government (delegated to the Registrar of Companies) and must comply with the naming requirements under Section 4. The company must pass a special resolution with at least 75% majority of shareholders present and voting at the general meeting. The change becomes effective only upon issuance of a fresh certificate of incorporation by the Registrar.
Rule 29 of the Companies (Incorporation) Rules, 2014 prescribes the detailed procedure for name change, including filing Form RUN for name reservation, conducting extraordinary general meeting for special resolution, filing Form MGT-14 within 30 days of passing the resolution, and subsequently filing Form INC-24 for final approval. Companies in default of statutory filings or having outstanding dues cannot change their names until such defaults are rectified.
Setindiabiz Services:
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FAQ’s
No specific cooling-off period exists under the Companies Act, 2013. However, SEBI regulations require listed companies to wait at least one year between name changes. For private companies, name change is possible any time after incorporation, provided all compliance requirements are met.
If the proposed name is rejected, the company can reapply with alternative names. The RUN form allows submission of two proposed names in order of preference. The company should ensure the proposed names comply with all naming guidelines to avoid rejection.
No, board resolution is only the first step. The complete process requires name reservation through Form RUN, special resolution by shareholders in EGM, filing Form MGT-14, and obtaining final approval through Form INC-24 from the Registrar of Companies.
No, the company must continue using its existing name until the Registrar of Companies issues a fresh Certificate of Incorporation with the new name. Using the new name prematurely may lead to legal complications and penalties.
The name reserved through Form RUN remains valid for 60 days from the date of approval. The company must complete the name change process within this period, failing which fresh application for name reservation will be required.
Yes, a company can change any part of its name, including adding or removing words, changing spelling, or modifying the entire name. However, the same complete procedure must be followed regardless of the extent of change.
Non-compliance may result in rejection of application, penalties under the Companies Act, 2013, invalid use of new name leading to legal disputes, and potential action against directors and officers in default. The company may also face difficulties in business operations.
Yes, if the Registrar directs a company to change its name under Section 16 of the Companies Act, 2013 (due to resemblance with existing company or undesirable name), the company must comply within three months or face compulsory name change by the Registrar.
Yes, all statutory records, bank accounts, licenses, registrations, contracts, letterheads, and official documents must be updated to reflect the new name. This includes PAN, TAN, GST registration, bank accounts, and all regulatory registrations.
While the board can authorise specific persons to handle procedural aspects, the decision to change the company name must be taken by the full board of directors. This power cannot be delegated to a committee of the board under Section 179 of the Companies Act, 2013.
