Name Change-LLP

Company Name Change

A company's name represents its brand identity and corporate values. A carefully selected name can influence customer perception, stakeholder recognition, and the company's presence in the market.

A company may need a new name because of restructuring, rebranding, changes in ownership or business activities, intellectual-property concerns, or a direction from the Registrar of Companies.

LegallensIndia guides companies through the name-change procedure under the Companies Act, 2013 and assists with the required approvals and filings.

Changing a Company Name

Under the Companies Act, 2013, a company can change its name by passing a special resolution at a general meeting and obtaining the required approval from the Registrar of Companies and Central Government.

Changing the name does not create a new company or legal entity. The existing company continues its operations under the new name.

The change does not affect the company's existing rights, obligations, or legal proceedings involving the company.

Legal Provisions for a Company Name Change

• Section 13(2): A company may change its name by passing a special resolution and obtaining Central Government approval delegated to the Registrar of Companies.
• Section 4(2): The proposed name must not be identical to or closely resemble an existing company name, violate an existing law, or be considered undesirable by the Central Government.
• Section 4(3): Certain words or expressions require prior Central Government approval to prevent a false impression of Government affiliation.
• Rule 8: The Companies (Incorporation) Rules, 2014 contain the standards used to determine whether a proposed name is acceptable.

Restrictions on Name Changes

• Rule 29(1): A company that has defaulted in filing documents with the Registrar or repaying deposits or debentures cannot change its name.
• Rule 29(2): Form INC-24 and the applicable fee must be submitted for approval of the new name.
• After approval, a new certificate of incorporation is issued in Form INC-25 with the updated company name.

Common Reasons for Changing a Company Name

Private Company Becoming Public

Conversion from a private limited company to a public limited company may require a corresponding name change as part of the restructuring and public offering process.

Public Company Becoming Private

A public company converting into a private limited company may change its name to reflect its new status and management structure.

Voluntary Name Change

The board may propose a complete voluntary name change when the necessary conditions and approvals can be satisfied.

New Business Activities

A company may adopt a name that better represents its revised activities and objectives. Corresponding amendments to the Memorandum and Articles may also be required.

Marketing and Rebranding

A new name may support brand positioning, current market trends, expansion into new markets, or a refreshed corporate image.

Change of Ownership

A takeover or change in ownership may lead to a new name reflecting the new management and branding.

Intellectual Property Rights

A company may change its name to strengthen trademark or copyright protection or to avoid an intellectual-property conflict.

Registrar Direction

The Registrar of Companies may direct a name change after a complaint from another company asserting priority in a name or trademark.

Product or Service Popularity

A business known for a particular product or service may rebrand the company around that successful offering.

Documents Required for a Company Name Change

Attachments to Form MGT-14

• Certified true copy of the special resolution with its explanatory statement.
• Copy of the general-meeting notice sent to members with all annexures.
• Altered Memorandum of Association and Articles of Association.
• Copy of the attendance sheet for the general meeting.
• Consent for shorter notice, where applicable.

Attachments to Form INC-24

• Notice with explanatory statements.
• Certified true copy of the special resolution.
• Altered Memorandum of Association and Articles of Association.
• Minutes of the general meeting.
• Affidavit from the directors.

Other Essential Documents

• Certificate of incorporation.
• Altered MOA and AOA.
• Digital Signature Certificate of the authorised director.
• Proof of the registered business address.
• List of shareholders and directors.

Timeline for Changing a Company Name

The supplied content estimates that a company name change generally takes approximately 10 to 15 working days because approvals are required from different departments.

How to Change a Company Name

Step 1: Pass a Board Resolution

Convene a board meeting to consider the proposed name change.

The board authorises a director or Company Secretary to check the new name with the Ministry of Corporate Affairs and begins arrangements for an Extraordinary General Meeting.

Step 2: Check Name Availability

The authorised representative submits a name-reservation request through the MCA Reserve Unique Name facility.

The proposed name is checked for similarity with existing company names and trademarks and for prohibited words under the Companies (Incorporation) Rules, 2014.

The Registrar confirms whether the proposed name is available. This confirmation is not the final approval of the company name.

Step 3: Pass a Special Resolution

After name availability is confirmed, call an Extraordinary General Meeting with proper notice and include the proposed name change on the agenda.

Shareholders vote on a special resolution to change the name and amend the Memorandum and Articles of Association.

After the resolution is passed, file it and the altered constitutional documents with the Registrar of Companies for approval.

Step 4: File MGT-14 and INC-24

File Form MGT-14 with the Registrar within 30 days after passing the special resolution and attach the required meeting and constitutional documents.

After MGT-14 is filed, submit Form INC-24 to seek Central Government approval for the name change.

INC-24 includes the reasons for the change, attendance and voting information from the EGM, and the shareholding percentage involved.

Step 5: Obtain the New Certificate of Incorporation

After reviewing the documents and approving the application, the Registrar issues a new certificate of incorporation showing the updated name.

The name-change process is complete only after this certificate has been issued. The certificate should be retained as an important company record.

Compliance After a Company Name Change

After receiving the new certificate of incorporation, the company should update its name across its legal, financial, operational, and public records.

• Memorandum and Articles of Association.
• Common and official seals.
• Promissory notes and bills of exchange.
• Bank-account name.
• Income tax, EPF, and ESI records.
• Website and social-media accounts.
• PAN and TAN.
• Letterheads and business cards.
• Statutory registers.
• Employment and business contracts.
• Business licences and permits.

LegallensIndia: Your Company Name Change Partner

LegallensIndia guides companies through name reservation, board and shareholder approvals, MGT-14 and INC-24 filing, constitutional document changes, and the updated certificate of incorporation.

Our professionals assist with the legal and compliance requirements so the company can transition to its new identity smoothly.

Contact LegallensIndia to begin your company name change process..