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Name Change Procedure In India For A Private Limited Company

  • Company
  • MOA
  • Procedure
  • Companies Act, 2013
  • Board meeting
  • Special resolution

A company is a legal entity and its name signifies its independent corporate existence. So name change is a complex procedure as it needs to amend MOA. The Memorandum of Association (MOA) of the Company contains different clauses such Name clause, Registered Office clause, Object Clause, Liability Clause, Capital Clause etc. By amending the MOA of the Company, Name Clause can be changed.

Where Provision Of Name Change Is Is Mentioned?

The provision of name change with respect to private limited companies is mentioned under Section 13 of The Companies Act 2013 which regulates the process of amendment in Memorandum of Association. Any private Limited company seeks name alteration is required conduct a general meeting and need to pass a special resolution in the general meeting as required under Section 13 of The Companies Act, 2013.

What Are Various Requirements For Name Change Of A Company?

Central Government approval is required along with special resolution. Approval of Central Government is not required if the alteration in name relates to the addition/deletion of the words “private” to the name.

Name change is complex procedure as Name of the company is required to be registered with Registrar of Companies so certain formalities have to fulfilled. However, there is a need to get involve the Board of Directors and shareholders of the Company during name change procedure before receiving the approval of the registrar of companies.

Which Points To Keep In Mind While Choosing Company Name?

Companies Act. 2013 have mentioned out certain points that needs to take care while choosing company name. Section 4(2) of the Companies Act, 2013 provides that no company shall be registered by name which:

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.”

What are the services Lawyerinc offers for Name change of a company?

Our services:

Our comprehensive range of end-to-end solutions includes following:

  • End to end services for Name change of a company.
  • We have expertise in Name change of a company.
  • We will get in touch with you through expertise in this field.
  • Our Experts shall guide you through the procedure and supply you with a detailed checklist of the required documents.
  • We shall verify the documents you provide.
  • We will help you to upload e-forms with ROC such as MGT-14 and INC-24.
  • Free consultation for any enquiry that you may have about Name change of a company.
  • You will get your company’s Name change done without any hassles.

*Any fee, stamp duty and miscellaneous charges shall be payable extra.

Do contact us in case of any query related to Name change of a company and much more. To avail any of the above-stated services, kindly establish contact by posting a query at our site.

For Which Companies Alteration/Change Of Name Is Not Allowed?

The change of name may not be allowed to a company:

  • Companies who have not filed annual returns or financial statements with Registrar of Companies;
  • Companies which have failed to pay matured deposits or debentures or interest thereon

Does Alteration In Name Affect Any Rights And Obligations Of The Company?

  • The name change under Section 21 would not affect any present rights or obligation of the company;
  • It won’t affect any pending legal proceedings against or in favor of company or which is initiated by company. The proceedings may continue with the old name or certificate of alteration of name change can be submitted before court.
  • It would not render defective any legal proceedings by or against the company
  • The company which has changed its name would be entitled to ask for substitution of its old certificates with new one from those companies in which it is holding shares.

Is There Any Prescribed Procedure For Alteration Of Name Of Th Company?

  • Step-1: Determination of New Name of company: The foremost thing to decide is the new proposed name of the company. One has to consider numerous factors while deciding new name as per prescribed provisions under MCA and Companies Act such as trademark, availability of name etc. The available name can be checked from MCA website.
  • Step-2: Board Meeting: Once the name is decided, Board of Directors need to decide sex proposed new name for alteration and it is also required to decide the reason for name change that needs to submit with name change application before Registrar of Companies. Once the name and reason of change is decided a special resolution needs to be passed by Board of Directors for the name change of company and for making changes in the memorandum and article of association.
  • Step-3: Application before Registrar of Companies for approval of name change availability: Further as per the prescribed provisions of The Companies Act, 2013 an application is required to be filed before Registrar of Companies in e-form INC-1 along with prescribed fees for name change. The Company needs to provide for six alternative names, from which ROC can approve any of the name. In case if ROC if not satisfied with the same, ROC can ask for resubmission of new names along with that ROC will provide the reason for not approving the given names. The newly approved name is available for 60 days time period from the date of approval. It is to mention that the said approval by ROC is only for the name availability not for the change in name.
  • Step-4: Make amendment in MOA and AOA: After issuance of the new incorporation certificate by Registrar of Companies, Company needs to file e-form MGT-14 and to file e-form INC-24 for amendment or change in MOA of the Company within the 30 days from the passing a general meeting. And to take steps to incorporate the new company name in all the copies of Memorandum of Association, Articles of Association and Certificate of Incorporation issued by the Registrar of Companies
  • Step-5: Issuance of New Certificate of Incorporation: Once the Registrar of Companies is satisfied with the company name change application, the Registrar of Companies may issue a new certificate of incorporation. It is pertinent to mention that the company name change is said to be complete and effective on issuance of new incorporation certificate by the Registrar of Companies.

Frequently Asked Questions

  • 1. How to check availability of new company name?

    You can check name availability on Registrar of Companies (ROC) website. You also need to take approval from ROC before applying for name change.

  • 2. Will new certificate of incorporation issued by ROC stating new name?

    Yes, new certificate of incorporation be issued by ROC mentioning both old and new name along with date of change of name of company.

  • 3. What will happen if company name is changed but litigations are pending in court by company?

    Name change will not affect or hamper any pending legal proceedings against or in favor of company or which is initiated by company. The proceedings may continue with the old name or certificate of alteration of name change can be submitted before judicial court.

  • 4. Does name change affect loan taken by company from bank or any other liability?

    No, the name change under Section 21 would not affect any present rights or obligation of the company. All obligations remain to be same.

  • 5. Why to get company name change done through lawyerinc?

    Lawyerinc is a complete blend of professionals from across the globe. In –house team of lawyers and attorneys, CA and CS. All professional work together in Lawyerinc, providing you end to end solution. It guarantees delivery in the shortest and most reasonable rate in India. It enjoys a global presence.

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