Company Name Change: Process, Compliance, and Considerations

Introduction

In a significant corporate move, Zomato Limited recently announced its decision to change its name to "Eternal." This rebranding aligns with the company's long-term vision and reflects its diversified business model. Eternal will now encompass four major businesses—Zomato (food delivery), Blinkit (quick commerce), Hyperpure (B2B supplies for restaurants), and District (a newly launched initiative). Alongside the name change, Zomato's stock symbol will also be updated to reflect the new identity. This development raises an important question for companies considering a similar change: What does the process of a company name change entail?

This article provides a comprehensive guide on the legal and procedural aspects of changing a company's name in India.

Legal Provisions Governing Name Change

The change of a company's name is governed by the Companies Act, 2013, primarily under the following sections:

• Section 13: Deals with the alteration of the Memorandum of Association (MoA) when a company changes its name.

• Rule 29 of the Companies (Incorporation) Rules, 2014: Specifies the procedural aspects of obtaining approval for a name change.

• SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015: If the company is listed, SEBI's regulations mandate disclosures and stock exchange compliance.

Step-by-Step Procedure for Company Name Change

The process of changing a company’s name involves several regulatory approvals and procedural steps:

Step 1: Board Resolution

A meeting of the Board of Directors must be convened to pass a resolution approving the proposed name change and authorizing a director or company secretary to initiate the process.

Step 2: Name Availability Check

The proposed name must be checked for availability on the Ministry of Corporate Affairs (MCA) portal. If the name is available, an application in RUN (Reserve Unique Name) Form must be filed with the prescribed fee.

Step 3: Special Resolution in General Meeting

Once MCA approves the name, the company must convene an Extraordinary General Meeting (EGM) to pass a special resolution, altering the MoA and Articles of Association (AoA).

Step 4: Filing of Forms with ROC

The following forms must be filed with the Registrar of Companies (ROC):

• MGT-14: For filing the special resolution within 30 days of passing it.

• INC-24: For obtaining approval from the Central Government for name change.

Step 5: Issuance of New Certificate of Incorporation

Upon ROC approval, a new Certificate of Incorporation reflecting the new name is issued. The company is legally recognized under its new name from this point forward.

Step 6: Update Business Records & Regulatory Filings

Once the new name is approved, the company must update its name across all business and regulatory records, including:

• Stock exchanges (for listed companies)

• GST, PAN, and TAN records

• Bank accounts and legal contracts

• Trademarks and branding materials

• Websites and marketing collateral

Compliance Checklist for Name Change

Key Considerations Before Changing a Company’s Name

• Brand Identity: The new name should align with long-term business goals and branding strategy.

• Regulatory Impact: Public companies must comply with SEBI regulations and inform stock exchanges.

• Contractual Obligations: Existing agreements may require amendments to reflect the new name.

• Tax & Banking Updates: The company must update tax registrations and banking details accordingly.

Conclusion

Zomato’s transition to "Eternal" signifies a strategic shift that aligns with its evolving business landscape. Similarly, companies considering a name change must follow a structured legal and procedural framework to ensure compliance. From securing board and shareholder approvals to updating regulatory and contractual records, meticulous execution is key to a seamless transition.

A well-executed name change not only strengthens brand positioning but also enhances corporate governance and transparency, reinforcing trust among investors and stakeholders.

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Article Compiled by:-

~Mayank Garg

+91 9582627751

(LegalMantra.net Team)

Disclaimer: Every effort has been made to avoid errors or omissions in this material in spite of this, errors may creep in. Any mistake, error or discrepancy noted may be brought to our notice which shall be taken care of in the next edition In no event the author shall be liable for any direct indirect, special or incidental damage resulting from or arising out of or in connection with the use of this information Many sources have been considered including Newspapers, Journals, Bare Acts, Case Materials , Charted Secretary, Research Papers etc.