Change in Name Clause

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Name: An Identity of the Company

Updated on December 31, 2022 04:39:28 PM

The name of a company is its identity and should be carefully considered to ensure it remains suitable for the company’s growth and longevity. The Companies Act governs the naming process, from initial selection to any subsequent changes.

When selecting a name, it’s important to follow certain do’s and don’ts. Additionally, the process for changing a company’s name is outlined below.

Guidelines as per Companies Act While Naming The Company

The Companies Act 2013 sets forth conditions for naming companies, whether they are Private Limited, OPC, or Public Limited. When selecting a name, the following conditions must be considered:

The name applied for must not resemble the name of an already registered company or trademark. Mere joining of separate words or using the plural version of an existing name does not make it unique.

Names that are too general, such as “Cotton Company Private Limited,” are restricted.

The name of the company cannot start with the name of a person, for example, “Ankita Private Limited.”

The proposed name shall be considered undesirable if it violates the following conditions:

Violates Emblem & Name Act
Violates Trademark
Includes offensive or misleading words
The name selected for the company shall align with the objects of the company.

If the company is incorporated to engage in the business of providing financial services such as chit fund, financing, leasing, etc., it shall indicate such activities in its name.

The name shall not include words that indicate any constitution or legal person such as LLP, Trust, HUF, etc.

The name of a Private Company shall end with “Private Limited,” a One Person Company with “OPC Private Limited,” and a Public Company with the word “Limited.”

The Procedure of Change Name of Company

Here is the step-by-step procedure for a company willing to change its name:

Conduct Board Meeting: Directors discuss the proposed name. A notice of 7 days is issued to convene the board meeting and pass the necessary resolution for name change. Resolutions passed include:

Authorization to apply to ROC for confirming the availability of the selected name.
Fixing the date, time, and venue for the Extraordinary General Meeting (EGM) to approve the new name and alter the Memorandum of Association (MOA).
Check Name Availability: Check the name’s availability through MCA to ensure it’s not registered as a trademark or company name.

Apply Online for Name Approval: Apply through the web service RUN for name approval. Up to two names can be applied with a fee of INR 1000. Attach the board resolution authorizing the name change.

Conduct EGM: After ROC approves the name, convene an EGM to pass a Special Resolution approving the name change and amending the MOA & AOA.

File with ROC: Within 30 days of the EGM, file the Special Resolution with ROC in form MGT-14, along with annexures:

Certified True Copy (CTC) of Special Resolution
Notice of EGM with explanatory statement
Altered MOA
Altered AOA
Approval of Central Government: Obtain approval by filing form INC-24 with the Central Government. Attach the EGM minutes with the Special Resolution.

New Certificate of Incorporation: After completion of the name change process, ROC issues a new Certificate of Incorporation (COI) with the amended name, effective from the date of issuance.

Restrictions on Change Name of Company

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