How to Change Company Name in India?

Introduction 

In today’s business world, a company’s name reflects brand identity and ethos. It is just more than a label. The organization’s name has a significant impact on its market presence, customer perception, and also creates an established impression on the stakeholders. However, at times, changing company names becomes obligatory. Changing a company name in India is indeed a strategic decision and involves strict planning and legal adherence. It is further driven by rebranding, mergers, business expansion, or any sort of changes in the business objectives.

The company name change process is governed under Companies Act, 2013, and specific rules set by the Ministry of Corporate Affairs (MCA).

In this blog, let’s explain the company name change process in India, documents required, and reasons for change in the name of the company.

Reasons for Changing a Company Name

Various reasons enable the organization to consider its decision of changing the name of the company, including:

• Transitioning the status of the company from private to public and vice versa.

• Changing the name of the company can be a part of a rebranding strategy.
• Companies changing their business scope or business expansion
• When a new management steps in, they might choose a new company name to signify changes.
• To avoid any sort of legal issues or to strengthen the existing business trademark.
• Adhering to the rules and regulations from the Registrar of Companies

Documents Required for Changing a Company Name

Changing the name of the company requires submitting specific documents to ensure legal compliance. And, here is a list of documents essential for change of name of the company:

• Board Resolution

A resolution made by the Board of Directors regarding the change in the name of the company.

• Altered Article of Association (AoA) and Memorandum of Association (MoA)

MoA and AoA must be altered with the new name of the company.

• Special Resolution

A special resolution passed by the shareholders approving the change of company name, with a support of 75% of the votes.

• Registered Address of the Business

Ensure that the Registered business address is verified along with relevant documents

• Certificate of Incorporation 

Keep a copy of the original certificate of incorporation.

• Digital Signature Certificate 

This is required for electronic filing with the Registrar of Companies (RoC).

• Minutes of Meeting 

Document the minutes of the meeting in which the name change process was approved.

• Explanatory Statement of General Meeting

Keep a documentation of the notice given to conduct the meeting, which includes explanatory statements encompassing the reasons for changing the company name.

If the Registrar of Companies(RoC) is satisfied with the submitted documents, you will be issued a new certificate of incorporation in the new name of the company.

Steps to Change Company Name in India

Now, let us get into the core content of this blog. The procedure for name change in India of a company involves a series of steps to be implemented in a proper order.

Step 1- Board Meeting 

• At the initial stage, hold a board meeting and propose the new name for the company.
• Authorize a director to apply for the company name availability and call for an Extraordinary General Meeting (EGM) to get approval from shareholders.

The Board resolution must be passed and approved.

Step 2- Reserve a Unique Name

Once the board approves your company name, the next step is to reserve the new name for the company through the Ministry of Corporate Affairs (MCA), which includes the following steps:

• Use the RUN service on the MCA portal

• You can shortlist up to two names
• Pay the government fees of Rs 1,000
• Ultimately, RoC will check whether you abide by all the regulations and the availability of the name.

If your application is approved, a new name for the company will be reserved for 20 days, and you must complete subsequent steps within this duration.

Step 3- Conduct Extraordinary General Meeting (EGM)

After your new name for the company is reserved, you need to obtain approval from the concerned shareholders, as their approval is mandatory.

• You need to send a notice regarding the meeting schedule to all the shareholders, auditors, and directors, 21 days prior to the EGM meeting.

• The notice should include reasons for the company name change.

Step-4- Passing a Special Resolution 

You need to pass a special resolution, which must include at least 75% of the shareholders voting in favour of the new name for the company.

Approve alteration of Article of Association (AoA) and Memorandum of Association (MoA).

Step -5- File Form MGT-14

Form MGT – 14 must be filed with RoC, within 30 days after special resolution.

Attachments to be enclosed:

• Certified copy of special resolution
• EGM notice
• Altered MoA and AoA reflecting the new status of the company

Step-6- File Form INC 24

This is the final application to seek approval for the new name of the company. It must be filed after Form MGT-17.

Form INC 24 is the application for approval from the Central Government for the name change of the company.

Attachments to be enclosed:

• Minutes of the EGM meeting where a special resolution is passed.

• Approved name letter
• Altered MoA and AoA

Step- 7- Receive New Certificate of Incorporation 

Once the RoC certifies and approves your application and documents, they will issue a new Certification of Incorporation, which includes the new name of the company.

The company name becomes legally effective from the date certificate is issued by the RoC.

Government Fees for Changing the Company Name

Here is the detailed breakdown of government fees for the name change process in India:

• RUN (Reserve Unique Name) mainly for reserving a new name for your company- Rs 1,000
• MGT- 14, for filing special resolution and also varies based on share capital- Rs 300 to Rs 600
• INC 24, depends on company type and capital- Rs 1000 to Rs 2000

Time Duration for Changing the Company Name

The company name change procedure usually takes around 30-45 working days, as it involves several steps to be completed and approvals from multiple departments.

• Approval of RUN application requires 2-3 working days

• EGM notice period requires 21 days, which is a mandatory waiting period
• ROC form approval- After filing INC-24 and MGT-14, RoC typically takes around 15-30 working days

What Should be Done After Name Approval?

When RoC issues a new certificate of incorporation, the company must update its new name and make relevant changes in the following documents:

• PAN and TAN

• Goods and Services Tax(GST)
• ESI, EPF, and tax authorities
• Company bank account
• Company ledgers, website, business card, and invoices
• Company social media accounts
• Business license/permits
• Update vendors and stakeholders
• Company Statutory Registers
• Official company seal
• Employment contracts/Business agreements

Conclusion

Changing the name of the company in India involves a structured and legal process that requires careful planning. It requires adherence to MCA guidelines, RoC compliance, and obtaining shareholder’s approval. Regardless of the reasons for changing the company name, knowing the procedure enhances brand identity and facilitates hassle-free transition from the old name to the new company name. Additionally, changing the company name can be a significant step towards business growth.