by CS Arpit Garg

Today, we will discuss all about the Name of the Company of a private limited company, name of the company can be changed by the company suo-moto due to various reasons. Due to change in objects of the company, change in management, conversion of private limited to public limited, rectification of name, re-branding. Name signifies the essence of the company and if the promoters want to change the name of the company, then it can be done anytime by taking the approval of shareholders.

Change of name of the company involves the Alteration of Memorandum of Association and Articles of Association. Today we will discuss the name change of a private limited company suo-moto.

Why Name Change?

1. Rebranding – Name change will rebrand the brand value and if the promoters feels that new name can bring a new essence to the company, then it should be done as soon as possible. To make the name easy and relatable, name change is necessary.
2. Object Clause – If company alters it objects clause altogether which results in changing the name of the company, then name change should be done. The objects of the company should be in line with the name of the company.
3. Suo-Moto Change – If the promoters wishes to change the name of the company. The name can signify the vision of the promoters and parameters promoters have thought of the same.

Law Governing Name Change of the Company

Section 13 of the Companies Act, 2013 deal with change of name which says that the name of the company can be changed by a special resolution and with the approval of the Central Government. Approval of Central Government is not required if the change relates to the addition/deletion of the words “Private” to the name.

Documents Required for Name Change of a Private Limited

1. Latest amended MOA and AOA
2. Certificate of Incorporation
3. PAN Card of the company
4. Digital Signature Certificate (DSC)

Prerequisites for Name Change

1. If a Company wants to Change its name, then it shall file Annual Returns or Financial Statements which are due for filing with the Registrar.
2. The change of name shall be allowed upon filing necessary documents or payment or repayment of matured deposits or debentures or interest thereon as the case may be. [Rule 29 of The Companies (Incorporation) Rules, 2014]

Procedure for Name Change of a Company

1. Hold Board Meeting to discuss the agenda on deciding the new proposed name of the company.
2. Pass Board Resolution for change of company name.
3. Apply for new name e-form RUN with ROC
4. Hold General Meeting and pass Special Resolution for Change of New Name and for alter of MOA and AOA.
5. File e-form MGT-14 and INC-24 for Name Change on MCA Website.
6. After verification, ROC shall issue new Certificate of Incorporation with the new name.
7. Subject to applicability, company shall make all necessary changes in all other legal registrations w.r.t GST, FSSAI, Trademarks, EPF, ESI, Shops and Establishment etc.

Effect of name change

After the change of name, the company has to update its name with all the ministries it is registered with. All the stationaries i.e. Business cards, letterheads, display board, etc. must be updated with a new name. An important change is ratification of contracts entered in the previous name. The parties to contract must ratify said contracts after adopting a new name. Also, the company shall mention its old name or 1 year in all its communications.

For any queries or requirements contact

CS Arpit Garg
Practicing Company Secretary & Founder – Compliance Arena
8447773833
info@compliancearena.in