Change of Name of a Company under Companies Act, 2013

Change of name of a company is an important corporate action that involves alteration of the name clause in the Memorandum of Association (MOA) and consequential changes in the Articles of Association (AOA). Under the Companies Act, 2013, this process is governed primarily by Sections 13 and 14, along with relevant provisions of the Companies (Incorporation) Rules, 2014.

A company may change its name by passing a special resolution and obtaining approval from the Registrar of Companies (ROC) and, where applicable, the Central Government. However, when the change relates only to the addition or deletion of the word “Private”, approval of the Central Government is not required.

It is important to understand that a change in the name does not result in the creation of a new company. The entity continues to exist with the same legal identity, rights, liabilities, and obligations, but under a different name.

Legal Framework Governing Change of Name

The legal provisions governing change of name of a company include:

• Section 4: Relates to the naming requirements of a company
• Section 13: Provides for alteration of MOA, including the name clause
• Section 14: Provides for alteration of AOA
• Rules 8, 9, and 29 of the Companies (Incorporation) Rules, 2014

Section 13 specifically provides that a company may change its name by passing a special resolution and obtaining approval from the Central Government. These provisions ensure that the process remains transparent, structured, and compliant with statutory requirements.

Nature and Effect of Change of Name

The change of name of a company is only a change in its identity for external purposes and does not affect its internal or legal existence. The following aspects remain unaffected:

• The company continues as the same legal entity
• All assets and liabilities remain unchanged
• Existing contracts and agreements continue to be valid
• Ongoing legal proceedings remain unaffected
• Rights and obligations of the company continue without interruption

This ensures continuity in business operations and protects stakeholders from any disruption.

Reasons for Change of Company Name

Companies may decide to change their name for various business, legal, and strategic reasons. Some of the important reasons are discussed below:

Voluntary Change

A company may choose to change its name voluntarily to reflect a new vision, corporate identity, or business direction. Such changes are common when a company undergoes restructuring or wishes to reposition itself.

Change in Business Activity

When a company diversifies or alters its core business activities, the existing name may no longer accurately represent its operations. In such cases, the name is modified to align with the new objects, and necessary changes are made in the MOA.

Marketing and Rebranding

A name change is often part of a broader branding strategy. Companies may adopt a new name to enhance visibility, attract new customers, or align with modern trends in the market.

Change of Ownership

In cases of mergers, acquisitions, or changes in management, a new name may be adopted to reflect the new ownership structure and brand identity.

Avoidance of Trademark Conflicts

A company may be required to change its name to avoid infringement of an existing trademark. This helps in preventing legal disputes and ensures protection of intellectual property.

Direction from Registrar of Companies

The ROC may direct a company to change its name if it is identical or too similar to an existing company or registered trademark. In such cases, compliance with the direction is mandatory.

Capitalising on Popular Products or Services

When a company gains recognition for a particular product or service, it may adopt that name to strengthen brand recall and market presence.

Mandatory Requirements Before Changing Name

Before initiating the process of name change, certain conditions must be fulfilled:

• All pending annual returns and financial statements must be filed with the ROC
• The company must ensure that there is no default in repayment of deposits, debentures, or interest
• Compliance with provisions under Rule 29 of the Companies (Incorporation) Rules, 2014 is necessary

These conditions ensure that only compliant companies are permitted to change their name.

Documents Required for Change of Name

The following documents are required for the process:

• Certificate of Incorporation
• Altered Memorandum of Association and Articles of Association
• List of directors and shareholders
• Digital Signature Certificate of authorised director
• Proof of registered office address

In addition, documents required for filing statutory forms such as MGT-14 and INC-24 must also be prepared and submitted.

Procedure for Change of Name of a Company

The process for changing the name of a company involves multiple stages. Each step must be carried out carefully to ensure compliance with legal requirements.

Board Meeting

The process begins with convening a meeting of the Board of Directors in accordance with Section 173 and Secretarial Standard-1.

• Notice of the meeting is given to all directors at least seven days in advance, unless a shorter notice is justified
• Agenda and draft resolutions are circulated along with the notice
• The Board considers and approves the proposed new name
• A resolution is passed authorising a director or company secretary to apply for name reservation and to convene a general meeting
• The Board also approves the draft notice of the general meeting along with the explanatory statement

Minutes of the meeting are prepared and circulated within the prescribed time.

Application for Name Reservation

The company applies for reservation of the proposed name through the RUN (Reserve Unique Name) facility on the MCA portal.

• The proposed name must not be identical or similar to an existing company or trademark
• It must comply with naming guidelines under the Companies (Incorporation) Rules, 2014
• The application is supported by relevant documents such as the Board Resolution and, where applicable, a trademark No Objection Certificate

The ROC may approve the name or allow resubmission in case of objections.

General Meeting and Special Resolution

After obtaining name approval, a general meeting is convened in accordance with applicable provisions and Secretarial Standard-2.

• Notice of the meeting is given at least twenty-one clear days in advance
• The notice is sent to members, directors, auditors, and other entitled persons
• The notice specifies the date, time, venue, and business to be transacted

At the meeting:

• Quorum is verified
• Special resolutions are passed for:
  • Change of company name
  • Alteration of MOA
  • Alteration of AOA

Minutes of the meeting are recorded and maintained as per law.

Filing of Forms with Registrar of Companies

After passing the special resolution, the company is required to file statutory forms with the ROC.

Filing of Form MGT-14

Form MGT-14 must be filed within thirty days of passing the special resolution. The following documents are attached:

• Certified copy of the special resolution along with explanatory statement
• Notice of the general meeting
• Altered MOA and AOA
• Attendance sheet and other relevant documents

Filing of Form INC-24

Form INC-24 is filed for obtaining approval of the Central Government.

• It is filed after MGT-14, as it requires the SRN of MGT-14
• Attachments include:
  • Notice and explanatory statement
  • Certified copy of special resolution
  • Altered MOA and AOA
  • Minutes of the meeting
  • Details of member voting
  • Regulatory approvals, if required
  • Certificate from a chartered accountant in case of change in business activity

The form also contains details such as reasons for name change and shareholding pattern.

Issuance of New Certificate of Incorporation

Upon satisfaction with the documents and compliance, the Registrar of Companies issues a new Certificate of Incorporation reflecting the changed name.

The change of name becomes effective only upon issuance of this certificate.

Timeline for Change of Company Name

The entire process generally takes 10 to 15 working days, depending on:

• Timely filing of forms
• Accuracy of documents
• Approval from the ROC
• Absence of objections or resubmissions

Any delay in compliance or documentation may extend the timeline.

Post-Approval Compliance

After obtaining the new Certificate of Incorporation, the company must update its new name across all records and documents to ensure consistency.

Key Areas for Update

• Memorandum of Association and Articles of Association
• Company seal, letterheads, invoices, and stationery
• Bank accounts and financial instruments
• PAN, TAN, GST, EPF, ESI, and other registrations
• Licences and permits under applicable laws
• Company website and digital platforms
• Statutory registers
• Employment contracts and business agreements

Statutory Updates under Other Laws

The company must also make necessary amendments under various applicable laws, including:

• Goods and Services Tax laws
• Shops and Establishments laws
• Factories laws
• Foreign Exchange Management laws
• Labour and industry-specific regulations

These updates ensure that the new name is legally recognised across all regulatory frameworks.

Key Points to Remember

• Change of name does not result in creation of a new company
• Rights, liabilities, and legal proceedings remain unaffected
• Special resolution and regulatory approvals are mandatory
• Timely filing of forms is essential to avoid penalties
• The proposed name must comply with statutory naming guidelines

Conclusion

Change of name of a company is a structured legal process that requires compliance with statutory provisions, proper documentation, and approvals from regulatory authorities. Although the procedure involves multiple steps, it can be completed efficiently with careful planning and adherence to legal requirements.

The process ensures that the company’s identity is updated without affecting its legal existence or business continuity. A well-executed name change allows the company to align its identity with its evolving objectives, branding strategies, and regulatory requirements.