Introduction of every Business begins with the name of their company. We hear a lot of people saying "Naam me kya rakha hai? Oh wait, shayad kuch rakha hai!" Well; It's the first thing anybody would hear about your Company, right?
There may be various reason of changing the name of your business:
- It is not in consonance with your business activity
- It is not lucky for your business as per astrology
- It is very difficult to pronounce by public at large
- Outgrown own registered brand and want same name for Company
- Your business is associated with an activity/product that’s no longer viable
- Management changed and now do not want to continue with old Name
- Customers/clients can’t remember, spell, or pronounce your company’s name
- Or for any other reason as applicable to your company.
Your company name may not be as you want it and perhaps it does not sound good as it should or any other reason as listed above. It is not just your case that you wish to change the name of the company. Think about Brad’s Drink vs Pepsi Cola. In 1893 a man by the name of Caleb Bradham created a new drink at his drug store in New Bern, North Carolina. It consisted primarily of sugar, vanilla, kola nuts, and carbonated water and was called Brad’s Drink. Sold Brad’s drink out of his drugstore. It was quaint. It was nice. It was small town. But Caleb wanted to go big. He wanted mass appeal. He needed a name change. Brad’s Drink wasn’t going to get the job done.
He renamed it Pepsi Cola. The rest is history.
Know that Change of name does not affect:
- any rights or obligations of the company, or
- render defective any legal proceedings by or against it;
- any legal proceedings which might have been continued or commenced by or against the company by its former name may be continued by or against the company by its new name
- any Liability of the Company to pay Income Tax arrears, GST arrears or any other Govt Statutory dues etc;
Don’t delay changing your Company Name if your answer is yes. With the help of Professionals at Compliance Calendar LLP, you can be assured that the name shall be changed following the due procedures as laid down under the Companies Act, 2013. E-mail us your contact information at info@ccoffice.in and we shall get back to you as early as possible and most cases within one hour.
What are the Documents Required to Change Company Name?
- Proposed Name that you are looking for to change the name of the company
- Copy of Existing Memorandum & Articles of Association (MOA & AOA)
- Copy of Trademark Certificate, if any (to support the name name)
- NOC, if proposed name is similar to any of your group company
- List of present directors of your company as on date
- List of present shareholders of your company as on date
- Digital Signature Certificate of one of the existing directors
Note: Based on the Legal Procedure as detailed below, we will draft other requisite documents like Notice of Board Meeting, EGM and Minutes of Board Meeting and EGM.
Procedure to Change Company Name
Application shall be filed in Form INC24 along with the fee for change in the name of the company and a new Certificate of Incorporation in Form INC-25 shall be issued to the company consequent upon change of name
Board of Directors Meeting
- Issue not less than 7 days’ notice of Board meeting
- Hold a meeting of Board of Directors for deciding the agenda for change in name citing the reasons for changing name of the company.
- To consider the proposed name by passing necessary Board Resolution
- Authorize to Directors of Company to make Application with ROC for Name approval
- File form RUN with ROC (CRC) for approval of name along with copy of BR and other Documents as necessary if any;
- The Registrar shall examine the application and if the name is found desirable, he shall reserve the name for 60 days from the date of the application.
Shareholders Meeting
- After the Reservation of the new name is approved by the CRC call for Shareholders Meeting;
- A special resolution will be passed by the shareholders in EGM for changing the name as reserved by CRC;
- Making appropriate changes to the Articles of Association and the Memorandum of Association;
- The special resolution will be submitted to the RoC within 30 days of passing, along with the form MGT-14 along with requisite documents;
Central Government Approval
- Once MGT-14 gets approved, another form INC-24 needs to be filed for the approval of Central Government;
Finally, the Role of Registrar
- Under sub-section 13(2), the Registrar shall enter the new name in the register of companies in place of the old name and
- issue a fresh certificate of incorporation with the new name and the change in the name shall be complete and effective only on the issue of such a certificate in Form No. INC-25.
Other Allied compliance Post Name Change of Company:
- Intimation to Income Tax Department
- Intimation to GST Department
- Intimation to Labour Department
- Intimation to such other departments and authorities as applicable to the company.
Features and Benefits
Know first of all what are the benefits of changing the name of company if any organisation chooses to do so
Business model as well as Goodwill as a “Brand”
There are many reasons for which name of the company gets lost in the sea of competition or bad goodwill even some cases names are too generic, others are too trendy. So why to change the name of the company as a thoughtful decision.
For big or small businesses any change in brand identity such as image, logo, slogan, has an impact on the brand image and how the customers perceive the products or services. In most cases, loyal brand lovers hate change so before implementing any change, you need to ask:
What additional value do New name bring to our clients, employees and other stakeholders?
Amazon founder Jeff Bezos almost fell under a similar spell of faddish naming conventions. One of the early names he considered was Relentless (relentless.com still redirects to Amazon.com today)
- Excellent corporates don’t believe in excellence, only in constant improvement and constant change in their brand;
- there’s no doubt that technology has played a huge role in changes in today’s corporate world and this change plays a vital role in increasing the people’s attention;
- Progress is impossible without change. And those who cannot change their minds, cannot change anything;
- When we change, we adapt and move forward, when we don’t, we move backward.
- When Business not running at per think “Change is a harbinger of possibilities”
Some Important Features
The name stated in the memorandum shall not
- be identical with or resemble too nearly to the name of an existing company registered under this Act or any previous company law; or.
- be such that its use by the company—
- will constitute an offence under any law for the time being in force; or
- is undesirable in the opinion of the Central Government.
You Should know the Basic Guidelines for Name Change-
- Change in Name clause of the Company involves alteration of Memorandum of Association (hereinafter referred to as “Memorandum”) of the Company;
- Company has not defaulted in filing of Annual Returns or Financial Statement or any other document due for filing with the Registrar.
- Company has not defaulted in repayment of matured deposits or debentures or interest on deposits or debentures.
- Although Company has changed its activities which are not reflected in its name, it shall not require that name should be in line with the activities; So, you may Choose name as per your choice in line with name guideline.
What To Keep in Mind Post Name Change of Your Company
- As per Rule 12(3) Once Company changed its name, former name or names so changed shall paint affix or print on the outside of every office or place and all its business letters, billheads, letter papers and in all its notices and other official publications for continuous two years along with New Name and other details as required under law;
- Arrange printing of fresh copies of Altered Memorandum and Articles of Association with new Certificate of Incorporation, Change the specimen of Blank Share Certificates with the new name, if already printed.
- Make application to Income Tax Department for Arranging New Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN) and GST Department if Company have GST No.;
- Make necessary changes with the Basic Utility Service providers like Electricity providers, Telephone Internet connections in the name of the Company etc.
- Must ask those companies in which company holding shares, to substitute its old certificates contain old name by new ones;
- Inform Bank where Companies Current Account opened and other authorities like stock exchanges, Excise Authorities, NSDL, CDSL, and PF & ESI officials etc.
Compliance Calendar ®