Name Change of Company: Checklist and Procedures Under Companies Act, 2013

Name Change of Company: Checklist and Procedures Under Companies Act, 2013. Do you want to change your company name after its Incorporation?
Any company can change its name after its incorporation at any time through a hassle-free process with the help of a dedicated team of Compliance Calendar. There can be many situations where you want to change your company name, like

Name suffering from brand confusion.

You have changed industry or product.

It’s an inherited name and you are not willing to continue with it.

When the name is too short or too long.

When the name is misleading or creating confusion among customers.

Disliking the name or any other reason.

You can change the company name in the following ways:

Conversion of the company from public to private.

Conversion of the company from private to public.

Change of company name from ABC limited to XYZ Limited.

Section 4 Of the Companies Act, 2013 clearly state that, while selecting the name of the company make sure that the New Name

Shall not be identical or resemble the name of an already existing company.

It will not constitute an offense under any law.

Is not undesirable in the opinion of the central government.

Does not contain any word or expression which shows that company is connected with central government, state government, or local authority.

Other words or expressions as may be prescribed.

Further, no company can change its name, which has failed:

To file annual return and financial statements with the registrar of companies.

To pay or repay its mature deposits or debentures or interest thereon.

Checklist of documents required for changing the name of a company:

Certificate of incorporation of the company.

Memorandum of association and article of association of the company.

Proposed name (s) for the company in order of preference

Digital signatures of the directors of the company.

List of shareholders and directors.

Letterheads of the company.

Procedure for name change of a company under the companies act 2013:

Issue a notice of not less than 7 days for conducting board meeting for considering the proposal to change the company name.

In the board meeting, pass the necessary board resolution to consider and approve the proposed name.

File RUN (reserve unique name) application through MCA official website with board resolution and NOC from trademark owner (if applicable) as an attachment.

Once the proposed name is approved, call an extraordinary general meeting, to pass the Special Resolution to approve the alteration of the Memorandum of Association.

File form MGT-14(for filling of special resolution on alteration of memorandum of association) within 30 days of passing the special resolution, along with attachments:

A certified true copy of the special resolution.

Notice of EGM along with the explanatory statement.

Altered memorandum of association and article of association.

After successful processing of MGT-14, file form INC-24 (application for approval of the central government for a change of name) with all the necessary attachments:

Copy of minutes of EGM, where the special resolution was passed.

Notice of EGM along with the explanatory statement.

A certified true copy of the special resolution.

Altered memorandum of association and article of association.

On successful approval of INC-24, the registrar will issue a fresh certificate of incorporation with the new name of the company.

Post Company Name Change Compliance:
On completion of the name change procedure, a certificate of incorporation with the new name will be given to the company, following compliances should be done:

Each copy of the memorandum of association should reflect the new name of the company.

The company should print its new name along with its former name on all the invoices, letterheads, documents, and records.

New name along with former name be displayed outside the registered office of the company for a period of one year from the date of change of the company name.

All the bank accounts, licenses of the company obtained from different authorities should be updated with the new name of the company.

Arranging a new Permanent account number (PAN) and a tax deduction and collection account number (TAN).

Update new name with all the basic utility service providers like electricity, telephone bills, internet connections, etc.

Inform all the concerned authorities as well as stakeholders of the company.

Changing name of a company shall not effect:

Any rights and obligations of the company.

Legal proceedings pending against the company.

Liability to pay income tax arrears.

Frequently Asked Questions
⇒ Does the company need to obtain a new PAN after changing its name?
No, but the company should update its PAN and TAN with the new name of the company.
⇒ How many names a company can submit in RUN form?
A company can submit two proposed names in order of preference. In case, applied names are already taken, the chance for resubmission will be given to the applicant with another set of two names.
⇒ Should the company inform its customers/suppliers etc. about the new name of the company?
Yes, the company must inform all of its customers, suppliers, or other stakeholders as they also need to update their records.
⇒ From which date the new name of the company will become effective?
The new name shall be effective from the date of issuance of the fresh certificate of incorporation by the registrar to the company.
How can Compliance Calendar Help?
Name Change of a Company is a legal process under the Companies Act, 2013 and therefore it is better to get the name change of your company done from a professionally managed firm. At Compliance Calendar LLP, we have a team of experienced professionals who can help you in the complete name change procedure including change in main objects (if any).

Do you want to change your company name after its Incorporation?

Any company can change its name after its incorporation at any time through a hassle-free process with the help of a dedicated team of Compliance Calendar. There can be many situations where you want to change your company name, like

Name suffering from brand confusion.
You have changed industry or product.
It’s an inherited name and you are not willing to continue with it.
When the name is too short or too long.
When the name is misleading or creating confusion among customers.
Disliking the name or any other reason.

You can change the company name in the following ways:

Conversion of the company from public to private.
Conversion of the company from private to public.
Change of company name from ABC limited to XYZ Limited.

Section 4 Of the Companies Act, 2013 clearly state that, while selecting the name of the company make sure that the New Name

Shall not be identical or resemble the name of an already existing company.
It will not constitute an offense under any law.
Is not undesirable in the opinion of the central government.
Does not contain any word or expression which shows that company is connected with central government, state government, or local authority.
Other words or expressions as may be prescribed.

Further, no company can change its name, which has failed:

To file annual return and financial statements with the registrar of companies.
To pay or repay its mature deposits or debentures or interest thereon.

Checklist of documents required for changing the name of a company:

Certificate of incorporation of the company.
Memorandum of association and article of association of the company.
Proposed name (s) for the company in order of preference
Digital signatures of the directors of the company.
List of shareholders and directors.
Letterheads of the company.

Procedure for name change of a company under the companies act 2013:

Issue a notice of not less than 7 days for conducting board meeting for considering the proposal to change the company name.
In the board meeting, pass the necessary board resolution to consider and approve the proposed name.
File RUN (reserve unique name) application through MCA official website with board resolution and NOC from trademark owner (if applicable) as an attachment.
Once the proposed name is approved, call an extraordinary general meeting, to pass the Special Resolution to approve the alteration of the Memorandum of Association.
File form MGT-14(for filling of special resolution on alteration of memorandum of association) within 30 days of passing the special resolution, along with attachments:
- A certified true copy of the special resolution.
- Notice of EGM along with the explanatory statement.
- Altered memorandum of association and article of association.
After successful processing of MGT-14, file form INC-24 (application for approval of the central government for a change of name) with all the necessary attachments:
- Copy of minutes of EGM, where the special resolution was passed.
- Notice of EGM along with the explanatory statement.
- A certified true copy of the special resolution.
- Altered memorandum of association and article of association.
On successful approval of INC-24, the registrar will issue a fresh certificate of incorporation with the new name of the company.

Post Company Name Change Compliance:

On completion of the name change procedure, a certificate of incorporation with the new name will be given to the company, following compliances should be done:

Each copy of the memorandum of association should reflect the new name of the company.
The company should print its new name along with its former name on all the invoices, letterheads, documents, and records.
New name along with former name be displayed outside the registered office of the company for a period of one year from the date of change of the company name.
All the bank accounts, licenses of the company obtained from different authorities should be updated with the new name of the company.
Arranging a new Permanent account number (PAN) and a tax deduction and collection account number (TAN).
Update new name with all the basic utility service providers like electricity, telephone bills, internet connections, etc.
Inform all the concerned authorities as well as stakeholders of the company.

Changing name of a company shall not effect:

Any rights and obligations of the company.
Legal proceedings pending against the company.
Liability to pay income tax arrears.

Frequently Asked Questions

⇒ Does the company need to obtain a new PAN after changing its name?

No, but the company should update its PAN and TAN with the new name of the company.

⇒ How many names a company can submit in RUN form?

A company can submit two proposed names in order of preference. In case, applied names are already taken, the chance for resubmission will be given to the applicant with another set of two names.

⇒ Should the company inform its customers/suppliers etc. about the new name of the company?

Yes, the company must inform all of its customers, suppliers, or other stakeholders as they also need to update their records.

⇒ From which date the new name of the company will become effective?

The new name shall be effective from the date of issuance of the fresh certificate of incorporation by the registrar to the company.

How can Compliance Calendar Help?

Name Change of a Company is a legal process under the Companies Act, 2013 and therefore it is better to get the name change of your company done from a professionally managed firm. At Compliance Calendar LLP, we have a team of experienced professionals who can help you in the complete name change procedure including change in main objects (if any).