Change in Name Clause
The business name may change according to the service it is providing. Name of the Company can be changed following the rules laid down under the Reasons being anything, you must be prepared for the procedure to follow.
Change in Name (An Identity) of the Company
Every Company is known by its name. The Memorandum of Association (MOA) of the Company contains the clauses like Name clause, Registered Office clause, Object Clause, Liability Clause, Capital Clause. By altering the MOA of the Company one can change the Name Clause. There can be several reasons to alter the company's name, such as ownership change, diversification of business activity, etc.
The Very first stage for change in name of the Company is to decide the proposed new name. One must decide the New Name of the Company considering many factors like availability of name under MCA, no trademark is being prejudiced, etc. One must take into consideration the provisions of the Companies Act 2013.
Procedure to change the name of the Company
1. Conduct Board Meeting:
The proposed name shall be discussed and approve by the Board of Directors and necessary resolution shall e passed for change in name of the Company.
The Board shall authorize any one director or company secretary or authorize person to do all acts for change in name of the Company
The Board shall fix date, time and venue to conduct extra ordinary general meeting for approval of new name and alteration in MOA from the shareholders of shareholders of the Company.
2. Check The Name Availability:
The Company shall check the availability of the name.
- The proposed name shall not be similar to the existing name of any Company
- The Proposed name shall not violets Emblem & Name Act, trademark and shall not include any offending and misleading words.
- The proposed name shall be in line with the objects of the company
After thorough scrutinizing the application, ROC either approves the name or puts it to resubmission. The name approved by ROC remains valid for 20 days from such approval.
Conduct Extra-Ordinary General Meeting:
After the name is approved by ROC, and the name approval letter is received by the Company, shall call and convene the EGM to pass the necessary Special Resolution for approval of name change and making amendment to MOA & AOA.
Intimation of passing Special Resolution in MGT-14
The Company shall file Special Resolution approving the Name change in Form MGT-14 with ROC within 30 days of passing the special resolution along with the requisite documents.
Application for Approval Of Central Government in Form INC-24:
An application is to be made to Central Government for approval of Name change of the Company and alteration in Name Clause in Memorandum of Association in Form INC-24.
New Certificate Of Incorporation:
Upon approval of the application, ROC shall issue the New Certificate of Incorporation mentioning the new name of the company along with the old name.
The new name shall be effective from the date of issuance of Certificate of Incorporation(COI)
Faqs
Which Company can not change its name ?
Rule 29 of Companies Rules 2014 specifically prohibits the following companies from changing the name:
- A company that has defaulted to file an annual return on time
- The Company which has failed to repay the matured deposit
- A company that has defaulted in repaying matured debentures
- Company has not paid or default in paying the interest on deposit or debentures
What are the effects of the name change on the Company?
Change in name of the company does not affects the existing rights of the Company, legal proceeding against the Company in old name and legal proceeding initiated by the company in old name.
Why a Company go for change in name of the Company ?
The Company usually opt for alteration in its name due to following general reasons:
- Change in Business activities of the Company
- To reflect the Brand it deals with
- The government orders to do so
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