Change name of a Company

Name of a company plays a significant role in its branding and establishing its identity in an industry. While incorporating a company, the promoters usually choose any suitable name considering the activities to be undertaken at that particular time. Gradually, as the business grows into multiple segments, a need to change the name of the company arise. Here, the author will discuss how to change the name of a company in 3 simple steps.

Reasons for changing name

Let’s first discuss what are the scenarios where a need to change the name of a company may arise. These can be:

• Change of business objective
• Rebranding
• Converting Private Limited to Limited
• Converting Limited to Private Limited
• Change of management
• Restructuring
• Name is identical with an existing name

Legal Provisions for name change

Before moving to the simplified process of name change, here’s a quick snapshot of the legal provisions applicable on the change of name of a company.

Precautions to be taken while selecting new name

While deciding the name, care should be taken that the name should not:

• be identical with or resemble too nearly to the name of an existing company;
• constitute an offence under any law.;
• be undesirable in the opinion of the Central Government;
• contain any word which implies that the company is connected with the Central Government, any State Government, or any local authority, corporation or body constituted by them.

It is also pertinent to note that for certain words such as “National”, “Central”, “Board”, etc., prior approval of Central Government is mandatory. The list of such words and examples of identical/ undesirable names is given in Rule 8 & 8A of the Companies (Incorporation) Rules, 2014. [Section 4(2)&(3) of Companies Act, 2013 (“Act”)]

Now that legal provisions for selecting a name are clear, it’s time to look for the options available for name and cross check whether the proposed names are identical to any other company or trademark.

For name search, visit- https://mca.gov.in/mcafoportal/viewCompanyMasterData.do

For Trademark search, visit – https://ipindiaonline.gov.in/tmrpublicsearch/frmmain.aspx

Approvals to be taken before changing name

A company needs to pass Special Resolution and obtain approval of the Central Government for changing its name. However, approval of Central Government is not required in case of only addition/deletion of the word “private” to the name. [Section 13]

If the proposed name includes words such as ‘Insurance’, ‘Bank’, ‘Stock Exchange’, ‘Venture Capital’, ‘Asset Management’, ‘Nidhi’, ‘Mutual fund’ etc., a declaration as to compliance with the requirements of the respective regulator, such as IRDA, RBI, SEBI, MCA, etc. have to be submitted. [Rule 8A(1)(p)]

A listed company, NBFC, etc. shall also obtain approval of its sectoral regulator.

Prohibition on change of name

The change of name shall not be allowed if the company has not filed its annual returns or financial statements due for filing with the Registrar or which has defaulted in payment or repayment of matured deposits or debentures or interest thereon. [Rule 29(1)&(2) of the Companies (Incorporation) Rules, 2014]

3 Steps to change name

Now let’s quickly dive in to 3 simple steps to change name of the company.

STEP 1 – RESERVE UNIQUE NAME (RUN)

The company shall make an application to the Central Registration Centre, Ministry of Corporate Affairs (MCA) for registering its name. It shall go to MCA website and after sign in, follow the below route:

Home > MCA Services > Company Services > RUN (Reserve Unique Name)

In this application, enter two proposed names and attach the following:

Attachments:

• Certified true copy of the Board Resolution passed by the Board of the company
• NOC of the owner or applicant for registration of the trade mark (if proposed name includes a reference of an existing Trade mark)
• NOC by way of board resolution from the existing company (if Prefix of proposed name is same to an existing company)
• Sectoral Regulator approvals, if any

For any queries, the company may visit https://www.mca.gov.in/MinistryV2/runServicerFAQ.html

STEP 2 – SHAREHOLDER’S APPROVAL

The Company has to obtain approval of the shareholders through special resolution for:

1. i) change in name of the Company;
2. ii) alteration of name in the MOA & AOA of the Company

STEP 3 – FILING OF FORMS WITH ROC

File below e-Forms with ROC within 30 days of passing the special resolution.

MGT-14 – Filing of Resolutions and agreements to the Registrar (Section 117)

Attachments:

• Certified True Copy of the Special Resolution along with explanatory statement;
• Copy of the Notice of General Meeting;
• Copy of the updated Memorandum and Article of Associations.

INC-24 – Application for approval of Central Government for change of name (Section 13) 

Attachments:

• Minutes of General Meeting in which Special Resolution was passed
• Sectoral Regulator’s approval, if any

Post name change activities

 

 

 

 

 

 

 

 

 

Frequently Asked Questions

Q 1 – Where the former name of the company is required to be displayed for two years?

Ans – As per the proviso of Section 12(3) of the Act, for name shall be displayed on the following:

• Outside of every office or place in which its business is carried on; and
• Business letters, billheads, letter papers and in all its notices and other official publications

Q 2 – What should be mentioned in the “comments” section of RUN application?

Ans – Mention the objects of the company and any other relevant comments in support of the proposed name.

Q 3 – Can any proceedings be commenced in former name of the company?

Ans – No, Hon’ble Calcutta High Court has held that commencement of proceedings by the company in its former name will be incompetent [Source: Malhati Tea Syndicate Ltd. v. Revenue Officer, [1973] 43 Comp Cas 337 (Cal)]

Further, Court held that after change of name, if any legal proceeding is commenced or instituted by a company in its old name, it would be a case of mere mis-description and not a suit by a non-existent person. [Source: Pioneer Protective Glass Fibre (P) Ltd. v. Fibre Glass Pilkington Ltd.]

Q 4 – In which name the existing proceedings be continued?

Ans – It has been held by the Hon’ble High Court of Punjab-Haryana that legal proceedings instituted in former name of a company can be continued in its new name [Source: Solvex Oils and Fertilizers v. Bhandari Cross-Fields (P) Ltd.]

Q 5 – If decree is passed in former name, can POA for execution petition be submitted in new name?

Ans – Yes, Hon’ble High Court of Kerala has held that when the legal proceedings can be continued by the company through its new name, even when the said proceedings were commenced by the Company by its old name, there is absolutely nothing wrong in executing the power of attorney by the Company by using its new name. [Source: Alappuzha vs By Advs. Sri. C.S. Manilal on 15 September, 2008]