How to Legally Change Your Company’s Name

The Memorandum of Association's (MOA) first clause typically contains the company's name, which serves as its distinctive identifier. In accordance with the Companies Act 2013, a company may change its name by passing a special resolution in the general meeting and obtaining the Registrar of Companies (RoC) and the Central Government's sanction.

Let us get into the nitty-gritty of the legal process of changing the company name in India. The following company name amendment guide will give you a detailed overview of the same

Reasons Behind Changing Company Name in India

Changing a company's name can be influenced by various strategic and operational factors. The following are a few prevalent causes:

1. A name change may be necessary when transitioning from a private to a public company or vice versa.
2. Organizations that are expanding or modifying their business scope frequently modify their identities to encompass new services or directions.
3. A name change may be implemented as part of a more comprehensive marketing or rebranding strategy.
4. To symbolize change, new management may choose to adopt a new company name.
5. Changing a name to mitigate legal complications or fortify trademark positions

Legal Framework of Changing Company Name

In the majority of instances, companies, regardless of their age or duration of existence, are eligible to apply for a name change. Nevertheless, it is crucial to acknowledge that specific legal prerequisites must be satisfied before the issuance of a name change. 

A company may not be permitted to change its name if it has failed to submit its Annual Return, Financial Statement, or additional report or record to the Registrar of Companies (ROC) on time, in accordance with Section 13(2) of the Companies Act, 2013, read with Rule 29(2) of the Companies (Incorporation) Rules, 2014.

This implies that a company must verify that it complies with all legal and regulatory requirements prior to submitting an application for a name change. The company may face legal repercussions and penalties if it fails to submit the required reports or documents within the designated timeframe. Additionally, the ROC may decline the application for a name change until the company fulfills its legal obligations.

How to change company name legally— Company name change process

The following steps to change business name will give you a better overview about the process:

Calling a Board Meeting

The Board of Directors will convene to deliberate on the rationale behind the company's name change and obtain their consent. Additionally, the meeting shall adopt a Board resolution that authorizes the Company Secretary/Director to submit the necessary application to the Registrar of Companies.

RUN Application

The Registrar, Central Registration Centre, may approve, resubmit, or reject the application for the reservation/availability of a name. The application must be submitted in e-form RUN and accompanied by the prescribed charge of Rs. 1,000/-. When applying, the following factors must be taken into account:

1. The proposed names should be distinct and unique, and they should not be identical to existing companies or trademarks currently registered.
2. You are permitted to submit a maximum of two names of your choice.
3. Upon approval by the ROC, the name is reserved for 20 days from the date of approval.

Convening an Extraordinary General Meeting 

The company will convene an Extraordinary General Meeting and adopt a special resolution to ratify the alteration to the Name Clause of the Memorandum of Association upon the name's approval.

Business name change form submission

The company is required to file the following e-forms within 30 days of the Special Resolution being passed:

1. The essential resolution for the alteration of the Memorandum of Association and Articles of Association (MOA and AOA) must be submitted in the form of E-form MGT-14.
2. To effectuate the name change, the E-Form INC-24 (Application for sanction of Central Government for change of name) must be submitted.

Fresh Certificate of Incorporation Issuance

The ROC will issue a new certificate of incorporation that is digitally signed in Form INC-25 after a thorough review of the documents submitted.

Documentation for Company Name Change

There are several documents needed for company name change in India. The company is required to submit forms MGT-14 (for the filing of a special resolution on the alteration of the Memorandum of Association) and INC-24 (Application to the Registrar of Companies for the approval of the name under the Memorandum of Association and the issuance of a new Certificate of Incorporation) within 30 days of the EGM.

Form MGT-14 attachments:

1. Certified True Copies of the Special Resolutions, along with an explanatory statement.
2. A copy of the notice of the meeting was sent to members, along with all the annexures
3. A copy of the General Meeting Attendance Sheet.
4. Altered Memorandum and Articles of Association.

 Attachments to INC-24:

1. Notice and Explanatory Statements
2. Certified True Copy of Special Resolution 
3. Altered Memorandum & Article of Association 
4. Minutes of General Meeting 
5. Affidavit from Directors

Compliances Following the Change of Company Name

There are certain business name change legal requirements and compliances that must be followed by companies. Upon the issuance of the updated certificate of incorporation by the RoC, the brand-new business name must be incorporated into all copies of the MOA and AOA. The company is also required to modify the following documents and integrate its new name:

1. The formal company seal and the common seal of the company
2. Bills of exchange and promissory notes
3. The company's bank account’s name
4. Intimation to be sent to the tax authorities, EPF, and ESI department
5. The official site and social media platforms of the organization
6. PAN and TAN of the company
7. Business cards, letterheads, and other printed materials.
8. Statutory registers of corporations
9. Contracts of employment and commerce
10. Revise business licenses or permits.

Advantages of Changing Your Company’s Name

1. When two corporations merge, they are required to either adopt one of the existing names, combine the two, or create a new name. This serves as a new identifying criteria for the said company. 

2. The industry's landscape is subject to change, and business names are no exception. Consequently, a company may need to modify its primary business and, as a result, its name whenever it recognizes this. Such a name change helps the company make the people aware of the modification in the primary business.

3. A modification in corporate branding strategy may necessitate a name change. For instance, a business may opt to compete based on the lowest price in the industry and rebrand itself as a name that emphasizes value for money.

4. Occasionally, more consumer-friendly and straightforward names could be more advantageous, particularly for companies that are expanding internationally and may encounter language barriers.

FAQs

Is the approval of the Central Government required to change the name of a company?

In accordance with the Companies Act of 2013, a company may modify its name by passing a special resolution at a general meeting, provided that the Registrar of Companies (RoC) and the Central Government grant their sanction.

Why would someone change the name of their company?

A brand name may become irrelevant or lose its significance when there are substantial internal or external modifications. Internally, this may result from a company transformation, a realignment of the brand story, or a change in the mission, vision, values, or company commitments and culture.

Is it necessary for the organization to notify its clients of the name change?

Indeed, the company should inform all of its consumers about the name change through marketing and advertising in order to maintain customer loyalty. 

What are the costs of changing company names in India?

The cost of changing a company name in India may depend on the filing costs, cost paid to the government agencies, and the professional fees charged by the entity who is assisting in the name change process. 

Conclusion

Now that you know how to legally change your company’s name and the intricacies involved in the company name change process, all you have left to do is connect with Just Start. We will guide you throughout your name change process adhering to all the legal technicalities involved. 

Connect with JustStart and get your company’s name changed with ease