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Change Company Name

How to Change Company Name?

The name embraced by a Private Limited company during incorporation can be changed later. To change the name of a private limited company, the consent of the shareholder through a special resolution and MCA approval are required. The change of name of a private limited company doesn’t affects its legitimate or its existence as a corporate entity. The change of name of a company won’t create a new company or new entity. Hence, the change of company name shall NOT:

1. Affect any rights or commitments of the company

2. Render defective any legal proceedings by or against the company

3. Not affect any legal actions by or against the company and pending in the old name; they might continue in the old name.

Procedure of changing the name of the company

Step I: Board resolution of the Company

Board Members should give their principal approval for the change in the name of the

Company. They will recommend proposed new names of the Company and will set the plan for the Meeting of Shareholders. They can pass the resolution with respect to:

1. Proposed new names for the company;

2. Authorizing any Director or Practicing Company Secretary for making an Application with Registrar of Companies for the endorsement of new name as chosen by the Board.

Step 2: Check Company Name Availability

The second step in regards to the checking of name availability with the MCA & Trademark for Change in Name of a Private Limited Company. Whenever the resolution is passed, we need to check whether the proposed name is available or not. It ought not be identical with some other existing company’s name, should not disregard trademark, does exclude offensive words, it ought to be in consonance with the chief object of the companies, etc. You need to submit RUN (not e-form) alongside the fee prescribed i.e., Rs. 1,000 only. This process is same as the process adopted at the hour of beginning name approval.

Step 3: Passing Special Resolution

Once a name is approved by the MCA, the Company must conduct an extraordinary general meeting(EGM) and pass a special resolution for change of company name, and consequential changes to the Memorandum of Association and Articles of Association. It should be taken care that the proposed name can’t be made accessible for a period exceeding 60 days from the date of approval and this approval does not grant any kind of right of honour.

Following resolutions should be passed at the Meeting:

1. Change of name of the Company and alteration of MOA and AOA of the company consequently.

2. Assuming the name is changed due to a change in the business activity or the object of the company then the main object in MOA likewise must be changed.

- Erase any other object in the object clause of the MOA of the company.

- The risk statement of the MOA must be revised.

- New AOA and MOA must be adopted which are predictable with the Companies Act 2013.

Step 4: Application for approval of Company Name Change

When the special resolution is passed in EGM in step 3, the company needs to file the resolution so passed with the Registrar of Companies in the span of 30 days of the passing of the resolution.

Form MGT-14 must be filled with filling resolution to the registrar, When MGT-14 is filed, the company needs to file INC-24 with the RoC within 30 days of passing the resolution.

Step 5: Issuance of new certificate of incorporation

If the Registrar of Companies is satisfied with the documents, it will give another certificate of incorporation. Company name change process isn’t finished until the new declaration of incorporation is issued by the RoC.

The change of name will not be permitted to a company:

1. which has not filed annual returns or financial statements due for filing with the Registrar, or

2. which has neglected to pay or repay matured deposits or debentures or interest subsequently.

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FAQ's

Will the PAN Number change?

No, the PAN Number of the organisation will not change as there is no change in the company’s constitution. Nonetheless, we encourage you to file an application for making revisions to the Company PAN records and acquire a new PAN Card with the updated name of the Company.

Does the company indeed need to show the old name alongside the new name?

Yes, the old name must be shown alongside the new name for one year in all the letterheads, hoardings and flags of the Company.

Whether GST Number of the organization will change followed by name change?

No, as the Company constitution remains unaltered, therefore the same GST Number will remain valid. However, the Company needs to file an amendment application to refresh the GST Portal details with the new name.