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Change of Pvt. Ltd. Company Name

Under The Companies Act 2013

All India Incorporation Service

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Change of Pvt. Ltd. Company Name

The Companies Act, 2013 puts in place a well-defined process for change of company name. The name of the company may be changed with the consent of more than 75% of shareholders, followed by approval from the ROC and the Central Government

Preliminary Note on Name Change of Company

The name of a company is its unique identity of a private limited company, and the same is the first clause of the MOA (also known as Name Clause). In case the management of the company desires to change the name of the company, it can be done with the consent of its shareholders and with the ROC’s approval. There is a four-stage approval requirement for effecting change in the name of the company. Following are the requirements of obtaining prior approval in the process of the company name change
Legal Provision: In general, all companies, whether new or old, are eligible to apply for a company name change. However, The Section 13 (2) of the Companies Act, 2013, read with Rule 29(2) of the Companies (Incorporation) Rules, 2014, does not permit name change if the company has not filed ROC Annual Return, Financial Statement or any other report/documents to ROC on time.

Common Reasons for Change of Company Name

Voluntary Change of Name

The company may, on its own, decide to change the name of the company, subject to fulfilment of all other conditions it is very much legal and normal to change the company name voluntarily.

Change in Business Activity

To reflect the new or additional business objects, the company may decide to change its name. In the instant situation, the company also alters its MOA to change the main object.

For Rebranding/Marketing

For marketing reasons or to effectively position the company’s brand, sometimes companies also change their name to bring it as per the latest trend and fashion for better brand positioning.

Change of Ownership

It is seen that after the change of ownership or takeovers, the company name also changes to reflect upon the authority of the new management and for branding purposes.

To Avoid IPR Issues

The companies may change their name to re-enforce their trademarks or copyrights in their name. Similarly, the company name is also changed to avoid a potential IPR Conflict.

In Compliance of ROC Direction

The ROC can also make an order directing the change in the name of company subsequent to a complaint filed by any other company claiming priority of use of name or Trademark

Step Wise Process of Company Name Change

  • Held Board Meeting

    The board of directors decides the proposed name, passes a Resolution For Name Change, and authorises the filing of RUN Application for name reservation for the new company name.

  • File RUN Application

    Once the board of directors has decided on its new name, a request for Reservation of New Name is made to the ROC under the RUN (Reserve Unique Name) facility. With the RUN application, a copy of the Board Resolution and NOC from the Trademark Owner (if applicable) is also filed. The government fee for filing the RUN application is Rs. 1000/-. The ROC approves the new name if it is unique and not the same or similar to an already existing company, LLP, Domain or Trademark.

  • Hold EGM

    After approval of the name is received from the office of the registrar of companies, the next logical step is to seek approval of the shareholders of the company. To convene an EGM, the directors must send notice to every shareholder of the company at least 21 clear days before the date of EGM. The notice for EGM must contain the draft of the proposed resolution to be passed as a special resolution and explanatory statement.

  • Filing of MGT-14 (Registration of Special Resolution)

    The special resolution means a decision taken by more than 75% voting rights. Once adopted in the EGM, the special resolution is filed before the ROC for their approval in Form -MGT-14 with the prescribed fee within 30 days of the passing of the resolution.

  • Filing of INC-24 (Seeking Approval of Central Government)

    The application to change the company's name is filed in Form INC-24 along with an amended copy of MOA & AOA, Copy of Notice of EGM and the special resolution. After ROC's satisfaction, a fresh Certificate of Incorporation is issued with the company's new name.

  • Issue of Fresh Certificate of Incorporation by ROC

    With the approval of MGT-14 and INC-24, the ROC issues a fresh Certificate of Incorporation with the changed name. The company is under obligation to update the new name everywhere, in place of the old name change Name Everywhere

Documents Required For Company Name Change

There are two sets of necessary documents to make an application for an existing company’s name change. The first set of documents is readily available with the company, while the other set of the papers are the drafts prepared for the name change. After the signature on these documents, the same is annexed as an attachment to the relevant ROC Form such as RUN Form, MGT-14 and INC-24, respectively.
A. List of Documents Required B. Documents to be Attached With ROC Form
  1. Current Certificate of Incorporation
  2. MOA and AOA in word format
  3. List of Directors and Shareholders
  4. Proposed Name(s) in order of preference.
  5. Digital Signature of the authorised director
  6. Letterheads and rubber stamp of director
  1. RUN Form
    1. Copy of Board Resolution
    2. Consent of TM Owner (If applicable)
  2. MGT-14 and INC-24
    1. EGM Notice along With Explanatory Statement
    2. Certified Copies of EGM Resolution
    3. Altered MOA & AOA
    4. Attendance Sheet of EGM
    5. Consent for Shorter Notice (If applicable)
C. Proof of Address of Food Business.
  1. Sale Deed/ Rent agreement, and
  2. Electricity Bill Not Older than two months
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Timeline and Cost Involved for Changing Company Name

Timeline:  The time required to change name of company is approximately 10 to 15 Working days as it involved multiple steps to be done by the company and to obtain approval of ROC as well as the Central Government
Professional Fee: The overall cost has two components, the professional fee billed by professionals like Setindiabiz and the ROC Filing fee. The ROC fee depends on the type of company and capital. Our Professional Fee depends on each individual case, please request an official quotation from us.
ROC Fee
  1. RUN Form: Rs. 1000/- for application to reserve new name of company
  2. MGT-14: Rs. 300 to Rs 600 Based on the capital of the company (Refer Below Table)
  3. INC-24: Rs. 1,000/- to Rs 20,000/- Based on Company type and Capital (Refer Below Table)
Fee Table for Filing MGT-14
S.No Authorised Capital ROC Fee Payable
1.
Less than Rs. 1,00,000/-
Rs. 200/-
2.
Rs. 1,00,000/- to 4,99,999/-
Rs. 300/-
3.
Rs. 5,00,000/- to 24,99,999/-
Rs. 400/-
4.
Rs. 25,00,000/- to 99,99,999/-
Rs. 500/-
5.
100,00,000 or More
Rs. 600/-
Fee Table for Filing INC-24
S.No Authorised Capital OPC & Small Companies Other than OPC & Small Company
1.
Upto Rs 25,00,000/-
Rs. 1,000/-
Rs. 2,000/-
2.
Rs 25,00,001 to Rs 50,00,000/-
Rs. 2,500/-
Rs. 5,000/-
3.
Above Rs. 50 Lakh to 5 Crores
-
Rs. 10,000/-
4.
Above Rs. 5 Crores to 10 Crores
-
Rs. 15,000/-
5.
Above Rs 10 Crores
-
Rs. 20,000/-

Follow up Activities After Company Name Change

Changing the company’s name does not alter the rights and obligations of the stakeholders in any way, and all the legal proceedings, if any, continues in the new name. Consequent to the new Certificate of Incorporation with the new name, the company is obligated to make changes in the following documents and registrations.

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Frequently Asked Questions

The company name change is a legal procedure; team setindiabiz shall help you at each stage of the process for your company’s name change. For this purpose, the Board of Directors has to pass a resolution followed by 3/4 shareholders consent. For new name availability and confirmation, the company has to make an application in RUN Form. Post name approval, the ROC Filing takes place in Form MGT-14 and INC 24, resulting in a new certificate of incorporation with its new name.
No, the name change of a company does not create a new company, the CIN remains the same for the company, and all the stakeholders’ rights and liabilities remain unchanged.
The company name change requires four approvals; approvals of the board and shareholders in special resolution are needed. After that, ROC approval is necessary for the new proposed name, and the special resolution passed with the 3/4th majority of shareholders. Finally, the central government’s consent is needed for the issue of the new certificate of incorporation with the new name.
The RUN application approval is only the confirmation of the name’s availability and does not mean that the name of the company has changed. The process of changing the name completes with the issue of a fresh certificate of incorporation. In other words, the effective date of the new name is the date on which a new certificate of incorporation is issued.
The entire process is lengthy. However, after the application is filed with the ROC, it takes approximately 10-15 Days.
Yes, all the copies of the MOA and AOA of the company shall also be altered to reflect the changed name of the company.
No, the PAN Number of the company shall not change as there is no change in the company’s constitution. However, we advise you to file an application for making amendments to the company’s PAN records and obtain a new PAN Card with the updated name of the company.
No, as the company’s constitution remains unchanged, hence the same GST Number shall remain valid. However, the company needs to file an amendment application to update the GST Portal details with the correct name.
Yes, it is necessary and in particular because of the GST provisions, as all the taxpayers need to maintain a proper record of the customers and vendors.
Yes, the old name has to be displayed along with the new name for one year in all the letterheads, hoardings and banners.