Detailed Process of Changing Company Name for a Private Limited Company

Changing the name of a private limited company involves several steps, ensuring compliance with regulatory requirements. Here is a detailed, step-by-step process:

1. Passing Board Resolution

Step Details:

• - Call for a Board Meeting: Organize a board meeting to discuss the name change.
• - Pass Resolution: During the meeting, the board of directors must pass a resolution to approve the name change.
• - Authorize Actions: A Director or the Company Secretary (CS) is authorized to:
  • Check the availability of the new name with the Ministry of Corporate Affairs (MCA).
  • Call for an Extraordinary General Meeting (EGM) to pass a special resolution for the name change.

2. Checking Name Availability

Step Details:

• - Request Reservation: The authorized director or CS requests the reservation and approval of the new name using the RUN (Reserve Unique Name) facility of the MCA.
• - Check Availability: The new company name is checked through the RUN facility.
• - ROC Approval: The Registrar of Companies (ROC) sends an approval confirming that the proposed name is available. This is not a final approval but a confirmation that the name is not already taken or restricted.
• - Compliance: Ensure the proposed name:
  • Is not similar to an existing company name or trademark.
  • Does not include words prohibited under the Companies (Incorporation) Rules, 2014.
  • Complies with conditions similar to those at the time of initial name approval.

3. Passing Special Resolution

Step Details:

• - Call for EGM: Once the ROC approves the name availability, call for an EGM.
• - Pass Special Resolution: During the EGM, a special resolution is passed to:
  • Change the company name.
  • Amend the Memorandum of Association (MOA) and Articles of Association (AOA).

4. Applying to Registrar

Step Details:

• - File Special Resolution: The special resolution must be filed with the ROC within 30 days of passing the resolution.
• - Form MGT-14: File Form MGT-14 with the ROC, which includes:
  • Certified copy of the special resolution.
  • Notice of EGM.
  • Explanatory statement to EGM.
  • Altered MOA.
  • Altered AOA.
• - File Form INC-24: After filing MGT-14, file Form INC-24 with the ROC to obtain approval from the central government for the name change. This includes:
  • Certified copy of the EGM minutes.
  • Notice of EGM.
  • Copy of resolution agreement showing member votes.
  • Approval order from authorities like SEBI, IRDA, RBI, if applicable.
  • Altered MOA and AOA with the new company name.
  • Any other relevant attachments.
• - Details in INC-24: The form also requires:
  • Reasons for the name change.
  • Details of the EGM attendees.
  • Voting results and percentage of shareholding.

5. Issuance of Certificate of Incorporation

Step Details:

• - ROC Review: The ROC reviews the submitted documents.
• - New Certificate: If satisfied, the ROC issues a new certificate of incorporation.
• - Completion: The name change process is complete only after receiving the new certificate of incorporation.

Documents Required for Change of Company Name

Apart from the documents to be filed with MGT-14 and INC-24, the following are required:

• - Certificate of Incorporation.
• - Altered MOA and AOA.
• - List of shareholders and directors.
• - Digital Signature of the authorized director.
• - Proof of registered business address.

Timeline for Change of Company Name

• - Duration: The process typically takes about 10 to 15 working days, considering the need for multiple departmental approvals.

Compliances After Change of Company Name

Once the new certificate of incorporation is issued, the company must update the new name in various documents and records, including:

• - Common seal and official company seal.
• - Promissory notes and bills of exchange.
• - Company bank account name.
• - Tax authorities, EPF, and ESI department.
• - Company website and social media accounts.
• - Company PAN and TAN.
• - Company letterheads, business cards, etc.
• - Company statutory registers.
• - Employment and business contracts.
• - Business licenses or permits.

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Article Compiled by:-

Neel Lakhtariya

(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.