Sample Board Resolution for Change of Company Name

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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

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF ____________ [COMPANY NAME] HELD ON ____________ [DATE] AT ____________ [TIME] AT ____________ [MEETING VENUE/REGISTERED OFFICE ADDRESS]

The Chairman informed the Board that in order to better reflect the company’s evolving business activities and strategic direction, it is proposed to change the name of the Company from ____________ [CURRENT COMPANY NAME] to “____________ [PROPOSED NEW NAME]” or any other name as may be approved by the Registrar of Companies. The Chairman further explained that the change of name of the Company as aforesaid does not alter the legal status or constitution of the Company, nor does it affect any rights, obligations, contracts, agreements, or liabilities of the Company, which shall continue to subsist under the new name.

After detailed deliberation and consideration of the proposal, the Board unanimously passed the following resolutions:

“RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force) read with the Companies (Incorporation) Rules, 2014, and subject to the availability of the proposed name and the approval of the Registrar of Companies, ____________ [STATE], or Central Registration Centre (CRC), as applicable, the name of the Company be and is hereby proposed to be changed from ____________ [CURRENT COMPANY NAME] to “____________ [PROPOSED NEW NAME]” or such other name as may be suggested by the Directors and approved by the regulatory authorities.

RESOLVED FURTHER THAT Mr./Ms. ____________ [NAME OF AUTHORISED PERSON], Director/Company Secretary of the Company, be and is hereby authorised to make an application in Form RUN (Reserve Unique Name) for reservation of the proposed name(s) with the Registrar of Companies through the MCA portal, to pay the requisite fees, and to take all necessary steps to secure the approval for the proposed name(s) from the regulatory authorities.

RESOLVED FURTHER THAT subject to the approval of the proposed name by the Registrar of Companies, an Extraordinary General Meeting of the shareholders of the Company be convened on ____________ [DATE] at ____________ [TIME] at the registered office of the Company situated at ____________ [REGISTERED OFFICE ADDRESS] to consider and approve by way of special resolution the change of name of the Company and consequential alteration of the Memorandum of Association and Articles of Association of the Company.

RESOLVED FURTHER THAT the draft notice convening the Extraordinary General Meeting along with the explanatory statement under Section 102 of the Companies Act, 2013, as placed before the Board, be and is hereby approved, and Mr./Ms. ____________ [NAME], Director/Company Secretary of the Company, be and is hereby authorised to issue, sign, and dispatch the said notice to all the members of the Company in accordance with the provisions of the Companies Act, 2013.

RESOLVED FURTHER THAT upon approval of the special resolution by the shareholders, any Director or the Company Secretary of the Company be and is hereby severally authorised to file Form MGT-14 with the Registrar of Companies within thirty days of passing the special resolution, along with the certified true copy of the special resolution, altered Memorandum of Association and Articles of Association, and all other requisite documents and attachments.

RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and is hereby authorised to file Form INC-24 with the Registrar of Companies for obtaining approval of the Central Government for the change of name, to submit all supporting documents, affidavits, and undertakings as may be required, and to make necessary representations before the regulatory authorities.

RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and is hereby authorised on behalf of the Company to do all such acts, deeds, matters, and things as may be necessary, proper, or expedient, including but not limited to executing documents, making applications, paying fees, corresponding with authorities, obtaining certified copies, making modifications as suggested by authorities, and giving undertakings to give effect to the above resolutions and to complete the name change process in all respects.”

CERTIFIED TRUE COPY

For ____________ [Company Name]

[Authorized Signatory] [Name] [Designation] DIN: ____________

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:

Setindiabiz provides comprehensive support for company name change procedures, from drafting board resolutions to filing all requisite forms with the Ministry of Corporate Affairs. Our expert team ensures seamless compliance with all regulatory requirements, minimising delays and rejections. We handle the entire process including name availability search, documentation, and liaison with authorities. Visit /company-name-change for professional assistance.

FAQ’s

Can a company change its name immediately after incorporation?

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.

What happens if the proposed name is rejected in Form RUN?

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.

Is board resolution alone sufficient to change the company name?

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.

Can the company start using the new name immediately after board resolution?

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.

What is the validity period of name reservation under Form RUN?

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.

Can a company change only part of its name?

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.

What are the consequences of non-compliance with name change procedures?

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.

Is it mandatory to change the company name if directed by the Registrar?

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.

Do all company documents need to be updated after name change?

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.

Can the board delegate the power to change company name to a committee?

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.

Author Bio

Editorial Team  

Setindiabiz Editorial Team is a multidisciplinary collective of Chartered Accountants, Company Secretaries, and Advocates offering authoritative insights on India’s regulatory and business landscape. With decades of experience in compliance, taxation, and advisory, they empower entrepreneurs and enterprises to make informed decisions.