Changing company names amounts to a significant alteration since Memorandum of Association and Articles of Association need to be altered. As per Section 13 of the Companies Act 2013, a company may change its name by passing a special resolution in general meeting and receiving approval from the Central Government.
Procedure to change name of a company
- Board Resolution:
A Board meeting must be convened to pass a resolution for change of name of the company and to authorize a Director or
Company Secretary to make an application to the MCA for ascertaining availability of proposed name. At the same Board meeting, a resolution to convene an extraordinary general meeting for changing the name of the company, and altering the Memorandum of Association and Articles of Association can also be passed.
- Check company name availability:
Once a resolution is passed ascertaining availability of proposed company name, the authorized person can make a name application to the MCA. The procedure for name application is similar to that of the name application procedure followed during incorporation of a private limited company.
- Pass special resolution:
Once a name is approved by the MCA, the Company must conduct an extraordinary general meeting and pass a special resolution for change of company name, and consequential changes to the Memorandum of Association and Articles of Association.
- Application for approval of company change name:
Once the special resolution for change of company name is passed, the special resolution and application for approval of company name change must be filed with the Registrar of Companies (ROC).
- Issuance of new Certificate of Incorporation:
If the Registrar of Companies is satisfied with the company name change application, the Registrar would issue a new certificate of incorporation. It is important to note that the company name change is said to be complete and effective on issuance of new incorporation certificate by the Registrar of Companies.
- Make changes to MOA and AOA:
Subsequent to the issuance of the new incorporation certificate, steps must be taken to incorporate the new company name in all the copies of Memorandum of Association, Article of Association and Certificate of Incorporation issued by the Registrar.
Some regulations by MCA for change company name:
We look at some of the regulations laid down by Ministry of Corporate Affairs for change company name:
- Name should be desirable-
As per the Companies Act, 2013, no company is to be registered with an undesirable name. A proposed name for a private limited company is considered to be undesirable if it is identical with or closely resembling with a name of a company in existence or approved by the Registrar, name of a LLP in existence or approved by the Registrar and/or resembles a registered trade-mark or trade-mark application.
- Name that require approval from approving authorities-
If the proposed name contains any word or expression which is likely to give the impression that the company is in any way connected with, or having the patronage of, the Central Government, any State Government, or any local authority, corporation or body constituted by the Central or any State Government under any law then the previous approval of Central Government has to been obtained.
- Test for similarity-
In determining if a name is similar or identical to another name, the following rules shall apply:
- Plural version of a word does not distinguish one name from another.
- ii) Changing type / case / spacing between letters appearing in the name will still make the name similar.