Understanding the Importance of Company Names
The name of a company forms a crucial part of the business. The name of the Company helps to make or break the identity of a business. Since it is one of the most important elements of branding a business, it leaves a long-lasting impact on the clients and the affiliates of a particular business. Any company can change its name after its incorporation at any time through a hassle – free process.
Therefore, the name of the Company can be changed provided the necessary steps have been followed. In this Article, we will be elaborating on Company Name Change Procedure in India.
Benefits of name change
CHECKLIST AND COMPLIANCES
Section 13(2) of The Companies Act, 2013
Rule 29(2) of The Companies (Incorporation) Rules 2014
- Issue a notice of not less than 7 days for conducting board meeting for considering the proposal to change the company name.
- Conduct the Board Meeting and pass the necessary board resolution to consider and approve the proposed name.
- File RUN (Reserve Unique Name) application through MCA V3 portal with Board Resolution and NOC from trademark owner (if applicable) as an attachment.
- Once the name is approved, call an EGM, to pass the special resolution to approve the alteration of MOA.
- Within 30 days from passing the special resolution with respect to alteration of memorandum of association, File Form MGT 14 along with the following attachments: -
CTC of Special Resolution;
Notice of EGM along with Explanatory Statement;
Altered MOA & AOA.
- After filing of Form MGT 14, File Form INC 24 along with the all-necessary attachments (i.e., Copy of Minutes of EGM; Notice of EGM along with Explanatory Statement; CTC of Special Resolution; Altered MOA & AOA).
- On successful approval of Form INC 24, the registrar will issue a fresh certificate of incorporation with the new name of the company in Form INC 25.
OTHER RELATED DETAILS
- As per section 4 (2), the name shall not be identical to an existing registered company. Furthermore, the proposed name must not even resemble the existing registered company.
- Section 4 (3) bars any company from using such expression and words that might create a presumption that the said company is associated or connected with some local authority or the Government or its corporates or any other body. The term Government can be understood to mean Central or State Government.
- The name of the company shall not be undesirable. It must not be in contravention of any laws.
- The name shall not be a similar name. This means that the name shall not be similar to that of an existing company.
- The name shall not include the name of a trademark registered as per the applicable laws.
- The name shall not be inconsistent with section 3 of the Emblems and Names (Prevention and Improper Use) Act, 1950.
- Where a name is likely to deceive by suggesting a connection or association with a company it may be regarded as ‘too similar’.
1. How many names a company can submit in RUN Form?
A company can submit two proposed names in order of preference.
2. Which companies does not file the name change application?
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.
3. 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 of company in Form INC 25.
4. Under what circumstances can a company change its name?
- A Company is entitled to change its name in the following circumstances: -
- Conversion of the company from public to Private;
- Conversion of the company from private to public;
- Change of name from ABC Limited to PQR Limited.
5. Under what circumstances 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.
6. Which documents alter when name change of the company?
- Memorandum of Association(“MOA”)
- Articles of Association (“AOA”)
7. Does a change of name mean the company becomes like new company?
No, changing the name of the company doesn’t have the effect of starting a new company. All the old liabilities and obligations remain as it.
8. Does the company need to obtain a new PAN and TAN after changing its name?
Company should update its PAN and TAN with the new name of the company.
9. In which circumstances Central Government Approval is not required?
No such approval shall be necessary where the only change in the name of the company is the deletion therefrom, or addition thereto, of the word “Private”.
10. Does Company have to display the old name together with the new name?
Yes, for a period of 2 years from the name change of the company, old name shall be displayed in all the business letters, billheads, letter papers and in all its notices and other official publications together with the new name.
For any consultancy in the Name Change of the Company ||
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