Name Change of an Existing Private Limited Company

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Private Limited Company can change its name at any time by following the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014. Changing the name of a private limited company is a corporate management decision that requires following some mandatory compliances with MCA and regulatory body if any. According to Section 13(2) of the Companies Act, 2013, read with Rule 29(2) and Rule 33A of the Companies (Incorporation) Rules, 2014, a company can change its name with approval from the Board of Directors, shareholders, and the Registrar of Companies (ROC). Even though the name changes, the company remains the same legal entity. However, the Memorandum of Association (MOA-INC-33) and Articles of Association (AOA INC-34) must be updated to reflect the new name, the process involves company name availability at MCA, passing resolutions, and submitting necessary forms like RUN (Reserve Unique Name), MGT-14, and INC-24 with the Ministry of Corporate Affairs (MCA) with company law advisory services under Compliance Calendar LLP Firm. 

It is generally seen that the reason of changing the name of any company is also to change the business activity and for that companies do consider the joint application for Name Change as well as Objection change in company by addition/ alteration of the existing main objectsion under Class 3(A) of the MOA.

Process of Changing the Name of a Private Limited Company

Detailed Process of Changing the Name of a Private Limited Company as per Section 13(2) of the Companies Act, 2013 read with Rule 29 (2) and 33A of the Companies (Incorporation) rules, 2014 is as follows:

Step-1:  Holding First Board Meeting and passing Board Resolution to approve Name Change

The first step in the name changing process is to hold a Board of Directors (“”BOD”) Meeting where the directors discuss the proposed new name. In this meeting, the Board of Directors must pass a Board Resolution, to approve the name change, company resolution also authorises a Director or the Company Secretary (if the company has one) to check if the proposed new name is available at MCA, name should be unique and not already registered by another company or trademarked by someone else. 

Step-2: Checking Name Availability and filing webform Reserve Unique Name (RUN)

The director or CS will proceed with the name reservation process by filing webform Reserve Unique Name (RUN). An existing company seeking to change its name shall apply for name reservation by filing Form RUN with Central Registration Centre (CRC). The proposed name applied should not be undesirable as per the relevant provisions of the Act and rules made in this matter. The Central Registration Centre (CRC) may, on the basis of information and documents provided, reserve the name for 60 days from the date of approval. 

Learn here: How to choose a company Name

Step-3: Holding second Board Meeting and passing the Board Resolution to conduct Extraordinary General Meeting

(a) Conducting a second Board Meeting: The company will hold a second board meeting for Fixing the Time, Date and Place of the Extraordinary General Meeting and Approval of Notice for Conducting the Extraordinary General Meeting as per section 100(1) of the Companies Act, 2013, obtain the approval of shareholders for name change of the company name and to Amend the Memorandum of Association (MOA) as per section 13 and Articles of Association (AOA) as per section 14 to reflect the new name. 

(b) Conducting an EGM and passing necessary resolutions: During the EGM, a special resolution is to be passed to change the company name, to amend the Memorandum of Association (MOA) as per section 13 and Articles of Association (AOA) as per section 14  to reflect the new name.

Step-4: Filing of Form MGT-14 along with the linked Form INC-33 and INC-34

The company will file Form MGT-14 within 30 days of passing the Special Resolution to the respective ROC. This form should include: 

(a) Certified copy of the special resolution.

(b) Certified copy of the Board Resolution authorising Directors for filling the Form or to do all ancillary activities related to it.

(c) Extract of minutes of the EGM with voting details and attendance sheet.

(d) Copy of Notice of the EGM along with Explanatory statement

(e) Copy of altered MOA and AOA reflecting the new name along with a note specifying the exact change needs to be done in the last adopted or filled MOA or AOA.

(f) List of Director and List of Shareholders as on date of EGM.

(g) First Subscriber Sheet duly attested by at least one director of the company, it needs to be attached in INC-33 and INC-34 for alteration of MOA & AOA 

(h) Approved SRN of RUN Application. 

Step-5: After approvel of Form MGT-14, the company must file Form INC-24 with the ROC as prescribed under the rule 29 (2) of Companies (Incorporation) rules, 2014 to seek approval from the central government for the name change, includes: 

(a) Certified copy of the special resolution.

(b) Certified copy of the Board Resolution authorising Directors for filling the Form.

(c) Extract of minutes of the EGM with voting details and attendance sheet.

(d) Copy of Notice of the EGM along with Explanatory statement

(e) Approval from relevant authorities such as SEBI, RBI, or IRDA, if applicable.

(f) Copy of altered MOA and AOA with the new company name. Even after filing INC-33 and INC-34 we were mandatorily required to attach it with Form INC-24.

(g) List of Director and List of Shareholders as on date of EGM.

(h) Any other necessary attachments

(i) Approved SRN(Service Request Number) No. of MGT-14 for Name Change.

(j) As per various re-submissions remarks received in respect to name change process the ROC can demand a certificate from Chartered Accountant specifying the turnover details from new activity indicated by its new name.

List of reasons why an application for a name change under Form INC-24 might be rejected:

1. Failure to File Annual Filling Forms: The company has not done its annual filling by filling Form AOC-4 and MGT-7/7A before filling name change application with the Registrar.

2. Default in payment of Debts or interest amount: The company has failed to repay its matured deposits, debentures, or interest on them.

3. No Valid Reason for Name Change: The company has not provided a clear explanation for why it wants to change its name.

4. Expired Name: The new proposed name is no longer available because it has expired or the Form INC-24 filled after expiry of 60 days from approval of RUN Application.

5. Missing Special Resolution: The company didn’t provide the certified true copy of the special resolution (approved by shareholders) for the name change, along with the notice and explanatory statement.

6. Incomplete Shareholder List: The company has not provided an updated list of its shareholders and their shareholding as on the date of EGM.

7. Unreadable MOA/AOA: The company’s Memorandum of Association (MOA) and Articles of Association (AOA) are not in a readable format.

8. Missing Board Resolution: The company has not attached the certified true copy of the board resolution that authorizes the name change.

9. Missing Extract of Minutes of Shareholder Meeting : The company has not attached the certified copy of signed minutes of the general meeting, including the voting details and attendance sheet of members meeting.

10. Unaltered MOA/AOA: The company has not provided the updated MOA and AOA with the new name along with a note specifying the exact change needs to be done in the last adopted or filled MOA or AOA.

11. Missing Regulatory Approvals: If the company is regulated by any authority in that case the company needs to take approval from the concerned authorities (e.g., RBI, SEBI, IRDA)  and this approval also needs to be attached with the Form.

12. Unsigned Documents: Some attachments or annexures were not signed as required.

13. No Auditor’s Certificate: The company didn’t provide a certificate from auditors specifying the turnover details from new activity indicated by its new name.

14. Mismatched Name and Objects: If the name includes business objects, they must match the company’s main activities. If they don’t, the name will be rejected.

15. No Details on Turnover: The company didn’t provide details of its turnover from the new activities if the name change is due to a shift in business activities.

16. Other Unspecified Issues: Any other reason not covered above, which may cause the application to be rejected.

Step-6: Issuance of New Certificate of Incorporation after Approval of Form INC-24

(a) ROC Review: After filing Form INC-24, the concerned ROC will review the Form and can also demand some additional information. After providing all information by the company the ROC will take final review of the application and if the same is in order, it will approve the form. 

(b) New Certificate: Once the status of Form INC-24 changed as approved, the respective ROC will issue a new certificate of incorporation.

(c)Completion: The process of changing the company name is officially complete once the new certificate of incorporation is issued.

Post Compliances After the Company Name Change and new COI 

Once the new certificate of incorporation is issued, the company is required to update the new name in various documents and records., including:

1. Promissory Notes and Bills of Exchange: The managment make sure that all financial instruments reflect the new name.

2. Bank Accounts: Intimate the bank to update the company name in their records.

3. Tax Authorities (PAN/TAN/GSTIN): Apply for a new PAN (Permanent Account Number) and TAN (Tax Deduction Account Number) with the new name.

4. Social Media & Website: Update the company website and social media accounts to reflect the new name.

5. Official Documents: Change the name on letterheads, business cards, and all other official publications.

6. Statutory Registers and Records: The management will make sure that the company’s statutory registers and records get updated by the new name.

7. Intimation and Request for Change in Name of Company to Various Departments(ESIC, EPFO, RBI etc.) : Intimate the authorities ESIC & EPFO/ GST/ Income Tax/ RBI/ SEBI etc. whose registration was taken or any regular filling needs to be done by the company of its new name .

8. Business Licenses and Permits: Intimate the relevant authorities about the change and update business licenses or permits accordingly.

Important point to be remembered:

If a company has changed its name (or names) in the last two years, it must show its old name(s) alongside the new one, which can be done by painting, sticking, or printing the old name(s) along with the current name, as required by certain rules.

For Example - XYZ Private Limited (Formerly Known as ABC Private Limited.

Changing the name of your private limited company is a detailed process that involves multiple legal steps and document filings. However, once the procedure is followed correctly, the company will benefit from a refreshed brand identity. By complying with the necessary regulations and keeping all stakeholders informed, you’ll be well on your way to officially rebranding your company.

FAQs on Name Change of Private Limited Company

Q1. Can a private limited company change its name?

Ans. Yes, a private limited company can change its name by following the procedure prescribed under Section 13(2) of the Companies Act, 2013 and Rule 29(2) & Rule 33A of the Companies (Incorporation) Rules, 2014.

Q2. What is the procedure for changing the name of a private limited company?

Ans. The process includes:

(a) Holding a Board Meeting to pass a resolution.

(b) Checking name availability via the MCA webform RUN (Reserve Unique Name).

(c) Holding an Extraordinary General Meeting (EGM) to pass a Special Resolution.

(d) Filing Form MGT-14 to register the Special Resolution.

(e) Filing Form INC-24 for final ROC approval.

(f) Receiving a new Certificate of Incorporation from the ROC.

Q3. What is the government fee for name change of a private limited company?

Ans. Government fee for name change of a private limited company are:

(a) RUN Form: Rs.1,000 (for name reservation)

(b) MGT-14 Filing Fee: Rs.300 – Rs.600 (depends on authorized capital)

(c) INC-24 Filing Fee: Rs.1,000 – Rs.15,000 (based on capital)

(d) Professional Fees: Varies based on the consultant or firm handling the process.

Q4. What are the key documents required for changing the company name?

Ans. Documents required for changing the company name are:

(a) Board Resolution & Special Resolution

(b) Approved RUN Application

(b) Altered MOA & AOA

(e) Notice of EGM and Explanatory Statement

(f) Extract of Minutes of the EGM along with Voting Details and Attendance Sheet.

(g) List of Directors & Shareholders

(h) Approval from Authorities (if applicable)

(i) Digital Signature Certificate (DSC) of Authorized Director with approved DIN number

Q5.Can a company change its name if it has Default in payment of debts or interest payable or having any pending legal cases?

Ans. No, a company which defaults in payment of debts, liabilities and it is still unpaid, or unresolved legal cases may face rejection in name change approval by ROC unless proper NOCs or approvals are provided.

Q6. How long does it take to change the company name?

Ans. The process usually takes 30 to 60 days, depending on MCA processing time and approval from the ROC.

Q7. Does changing the name affect the company’s legal identity?

Ans. No, the legal entity remains unchanged, only the company’s name is updated.

Q8. Do I need to update the PAN,TAN and GSTIN after the name change?

Ans. Yes, after receiving the new Certificate of Incorporation, the company must apply for updated PAN, TAN & update under Income Tax, GST, and other statutory registrations if having subject to industry-wise. 

Q9. What compliances need to be followed after changing the company name?

Ans. Compliances need to be followed after changing the company name are:

(a) Update the MOA & AOA (INC-33 & INC-34)

(b) Inform banks and financial institutions.

(c) Update TAN, PAN, GST, IEC, EPF, and other licenses.

d) Modify agreements, contracts, and business documents.

(e) Update name in websites, invoices, letterheads, and company seals.

(f) Intimate to the statutory authorities and regulatory bodies.

Q10. Can a newly incorporated company change its name?

Ans. Yes, a newly incorporated company can change its name by following the same legal process.

Q11. What are common reasons for rejecting a name change application?

Ans. Common reasons for rejecting a name change application

(a) Pending ROC filings or legal issues.

(b) Unpaid dues, debentures, or liabilities.

(c) Non-compliance with Section 13 of the Companies Act.

(d) Name similarity with an existing registered company or trademark.

(e) Missing or incorrect attachments in MGT-14 and INC-24.

Q12. Do I need approval from regulatory authorities like SEBI, RBI, or IRDAI?

Ans. If the company is regulated by SEBI, RBI, IRDAI, or any other statutory body, their approval may be required before applying for the name change.

Q13. How can I check if the new name is available for registration?

Ans. You can check name availability through the MCA Portal using the RUN (Reserve Unique Name) Webform.

Q14. Can a company change its name multiple times?

Ans. Yes, a company can change its name multiple times, but if the name has been changed within the last two years, the old name must be displayed alongside the new name.

Q15. Do trademarks get affected when a company name changes?

Ans. Yes, if the company has a registered trademark, it must update the trademark records with the new name to maintain brand identity. Yes, an existing private limited company can change its name after following the prescribed legal 

Q16. Name change of an existing private limited company format – What does it look like?

Ans. A standard Board Resolution format for name change:

“Resolved that pursuant to Section 13(2) of the Companies Act, 2013, and Rule 29 of the Companies (Incorporation) Rules, 2014, the approval of the Board be and is hereby accorded for changing the name of the Company from "ABC Private Limited" to "XYZ Private Limited," subject to approval from shareholders and regulatory authorities.

Further Resolved that[Director Name], Director, be and is hereby authorized to make necessary filings with the Registrar of Companies (ROC) and other regulatory authorities.”

Q17. How to Check Company Name Availability in MCA?

Ans. You can check the availability of a company name on the Ministry of Corporate Affairs (MCA) Portal using the Reserve Unique Name (RUN) Webform:

(a) Go to the MCA Website: www.mca.gov.in

(b) Click on ‘MCA Services’ > ‘Company Services’ > ‘Check Company Name’.

(c) Enter the Proposed Name: Type the desired company name and click ‘Search’.

(d) Review Results: If no existing company has the same or a similar name, the name may be available.

(e) File RUN (Reserve Unique Name) Form: If the name is available, file RUN Form to reserve it.

Q19. How to Check if a Name is Available for a Company?

Ans. Name check is Available for a Company

(a) MCA Portal: Check name availability using the RUN Webform on the MCA website.

(b) Trademark Search: Use the IP India website (www.ipindia.gov.in) to check if the name is already trademarked or Registered Trademark if any. 

(c) Google Search: Ensure the name is unique by performing a web search.

(d) Company Name Guidelines: Ensure the name complies with Companies (Incorporation) Rules, 2014, which prohibit identical, offensive, or misleading names.

Learn: how to search for a Trademark

Q19. How to Check the Availability of a Brand Name?

Ans. To check if a brand name is available:

(a) Trademark Public Search: Visit IP India and search under Trade Marks > Public Search.

(b) Class Selection: Choose the appropriate Trademark Class for your business.

(c) Check Similarity: If no similar brand name exists in the same class, you can apply for a trademark.

Q20. How Long is the MCA Name Availability Valid?

Ans. MCA Name Availability Valid

(a) If a name is approved via RUN Form, it is reserved for 60 days.

(b) If a name is approved at incorporation, it remains valid unless changed.

(c) If not incorporated within 60 days, the name reservation expires, and a new RUN Form must be filed.

 

 

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