Companies evolve and grow through time, and the same is true of their vision and ambitions. Sometimes, such dynamics can trigger a change in the foundational details of a company, like a change in its current name to a new one that more accurately captures its core beliefs. There is nothing wrong with a company changing its name, and in most situations, doing so actually helps in its rebranding or in strengthening the existing brand of the company.
To change the name of your company, a number of steps are required to be followed at the end of your company and at the end of the Government. We have discussed all such steps in detail below.
The first and most crucial step in changing the name of a company incorporated in India, is to seek an approval for the same from the Board of Directors of the Company. For this purpose two meetings of the Board of Directors are called upon. In the first meeting, a Board resolution is passed approving the decision to change the name of the company. This is followed by a second board meeting where another resolution is passed approving the changed name of the company, and the corresponding changes made in Memorandum and Articles of the company.
After the decision to change the name of the company, the changed name itself, and the corresponding changes in the Memorandum and Articles of the company, have been approved by the Board of Directors, the shareholders of the company will also be required to approve the same.
This can be done by passing a special resolution at the general meeting of shareholders, approving all the resolutions passed by the Board of directors, regarding the change of name of the company. A copy of this special resolution is required to be filed to the ROC while submitting the application for name approval and name change of the company.
After the new name of the company has been approved by its board of directors and shareholders, it needs to be further approved and registered by the Registrar at the Central Registration Center. For this purpose, an application called RUN or Reserve Unique Name is filed.
Upon receiving the application, the Registrar examines the validity and availability of names proposed in the application, and accordingly approves or rejects it. If the application is approved, the Registrar will immediately reserve the name proposed in the application for the company.
After the name of the company is reserved at the Registrar’s Office, the new name of the company is required to be intimated to the Registrar of Companies. For this purpose, two e-forms are filed, namely, INC 24 and MGT 14. We have discussed their specific purposes below.
It is important to intimate the ROC whenever you change significant company details, including company name, company address, capital of the company, etc, because the ROC keeps a track and maintains a public database of all companies incorporated in India.
If the ROC approves the forms filed and submitted to it, he will immediately issue the new Certificate of Incorporation or Registration with the new name of the company mentioned on it. This is the last step in the procedure of company name change, and your new Certificate of Registration will be a conclusive proof that your company has now been registered with the new name. Note that the Certificate of Incorporation is issued by the ROC in Form INC 25.
After issuing the Certificate of Registration in the new name of the company, the Registrar of Companies will also make necessary changes in the registered Memorandum and Articles of the Company on the basis of the altered MOA and AOA filed with forms MGT 14 and INC 24.
A company that has failed to file its annual returns, annual financial statements, or any other necessary ROC filings, or, if a company has failed to pay interests on deposits, debentures will not be permitted to change its name under Rule 29(1) of the Company Incorporation Rules, 2014
After going into great depth on the clause and procedure for changing a company’s name, it is obvious that a company must first get the consent of its Board of Directors and shareholders, before seeking the approval of the Government over the changed name. Additionally, changing a name is a laborious and time-consuming process that calls for much legal knowledge and experience. Therefore we strongly advise you to seek professional advice and services by us, to avoid any hassle or hindrance in the future.