Changing company names amounts to a significant alteration since the Memorandum of Association and Articles of Association need to be altered. As per Section 13 of the Companies Act 2013, a company may change its name by passing a special resolution in a general meeting and receiving approval from the Central Government.
The step-by-step process of changing the name of a private limited company is outlined below:
A board meeting should be called for passing a resolution to change the company name. In the meeting, the board of directors will discuss and approve the change in name, authorise a Director or the CS of the company to check name availability with MCA, and call Extra-Ordinary General Meeting for passing a special resolution.
The authorized director or company secretary will apply in form INC-1 to MCA for checking name availability and approving the name. This process is the same as the process adopted at the time of initial name approval.
RoC will send a letter stating that the proposed name is available. Please note that this will not be the final approval of the company name, it is just a confirmation from RoC that the proposed name is available.
The proposed name shouldn’t be similar to another existing company name, and it shouldn’t include the word “state.” Other conditions existing at the time of initial name approval exists in this situation also.
Once the name is approved by MCA, the company should call for an extraordinary general meeting. A special resolution will be passed for changing the name and making the change in the Memorandum of Association and Articles of Association.
A special resolution will be filed with RoC within 30 days of passing the resolution. With it, Form MGT-14 will also be filed which contains the details about the special resolution.
Once MGT-14 is filed, the company needs to file INC-24 with the RoC for taking approval of the central government for a name change along with the prescribed fee.
INC-24 will be filed after MGT-14 is filed since INC-24 specifically asks for the SRN of MGT-14 filed with RoC. SRN of INC-1 also needs to be mentioned in INC-24. Along with INC-24, a copy of the minutes of the Extra-Ordinary General Meeting where the special resolution was passed, also needs to be submitted.
In INC-24, reasons for the name change, details about the number of members who attended the EGM, number of members voting in favour/ against the resolution, and percentage of shareholding are also mentioned.
The following documents accompany the MGT-14 and INC-24 forms-
| Application made | Other than OPC & Small company | OPC & Small company |
By a company having an authorised share capital of: |
2,000 |
1,000 |
| A company limited by guarantee but not having a share capital | 2,000 | – |
| By a company having a valid license issued under section 8 of the Act (Section 8 Company) | 2,000 | – |
If the Registrar of Companies is satisfied with the documents, it will issue a new certificate of incorporation.
The company name change process isn’t completed until the new certificate of incorporation is issued by the RoC.
Once the new certificate of incorporation is received from RoC, the company name must be incorporated in all the copies of MOA and AOA.