Changing company’s name- walk through chartered accountants in Udaipur

Thinking of changing your company name? Get key details on the name change process from our experienced chartered accountants in Udaipur and from knowledgeable statutory compliance company . We walk you through special resolutions, government approvals, and more

HOW TO CHANGE COMPANY NAME? PROCEDURE, DOCUMENTS REQUIRED, TIMELINE

Changing company names amounts to a significant alteration since the Memorandum of Association and Articles of Association need to be altered. As per the Companies Act 2013, a company may change its name by passing a special resolution in the general meeting and receiving approval from the Registrar of Companies (RoC) and the Central Government.

However, when a company name is changed, it will not result in creating a new company or new entity. The established company will continue its affairs under the new name. Thus, the change of company name will not affect the following:

• Rights or obligations of the company
• Any legal proceedings by or against the company

Reasons for Change of Company Name

A company may decide to change its name for various reasons. Some of the common reasons are listed below:

1. Voluntary change of name–

The company board may decide to change the company name voluntarily subject to the fulfilment of all the conditions.

2. Change in business activity-

A company board may decide to change the name to meet the nature of business and activity and its need so as to reflect the new or additional business objects. In such circumstances, the company should also alter its Memorandum of Articles to change its main object.

3. For marketing or rebranding-

A company can change its name for marketing as well as to rebuild its image with new brand looking latest fashion and trend. When a company decides to move into a new market, it may change its name to reposition its brand.

4. Change of ownership-

When the ownership of a company changes or entity is taken overs any others, it is seen new management changes the name of the company to reflect is authority.

5. Avoid IPR issues-

 A company may change its name to reinforce its trademark or copyright in its name. Further, the company changes its name to avoid a potential IPR conflict.

6. Compliance with RoC direction-

Sometimes, The RoC orders directing to change company name subsequent to a complaint filed by another company claiming priority of use of the name or trademark, accordingly the company will have to change its name.

7. Capitalising on the popularity of a service or product-

When a business gains popularity for one particular product or service, it can decide to rename its company around that service or product to capitalise on that popularity.

Process of Changing Company Name

The step-by-step process of changing the name of a private limited company is outlined below:

1. Passing board resolution –

A board meeting should be called for passing a resolution to change the company name. In the meeting,

1. the Directors will approve the change in name  
2. will authorize a Director or the CS of the company to check name availability with MCA, and
3. Will authorise to call Extraordinary General Meeting (EGM) for passing a special resolution.

2. Checking name availability-

The authorized director or company secretary will request for reservation and approval of the new name under the RUN (Reserve Unique Name) facility of MCA. This process is the same as the process adopted at the time of initial name approval.

The proposed name should not be similar to another existing company name or trademark, and it should not include the words prohibited under the Companies (Incorporation) Rules, 2014

The RoC will confirm the availability of proposed name.

Other conditions existing at the time of initial name approval exist in this situation also.

3. Passing special resolution-

Once the name is approved by RoC regarding the name availability the company ,

1. the company should call for an Extraordinary General Meeting (EGM).
2. A special resolution will be passed in the EGM for changing the name and making the change in the Memorandum of Association and Articles of Association.

4. Applying to registrar-

A special resolution will be filed with RoC within 30 days of passing the resolution.

Following documents are submitted with MGT-14:

1. Certified copy of Special Resolution,
2. Notice of EGM,
3. Explanatory statement to EGM,
4. Altered Memorandum of Association (MOA),
5. Altered Articles of Association (AOA)

After filing MGT-14, the company needs to file INC-24 with the RoC for taking approval from the central government for a name change along with the prescribed fee.

Along with the INC-24 form, the following documents should be filed:

1. A certified copy of the minutes of the EGM where the special resolution was passed
2. Notice of the EGM
3. Copy of resolution agreement consisting of the members voting for and against the resolution
4. Copy of approval order received from the authorities such as SEBI, IRDA, RBI, etc., if any
5. Altered MoA and AoA with the new company name
6. Any other optional attachments

In INC-24, following information should be filled:-

1. reasons for the name change,
2. details about the number of members who attended the EGM,
3.  the number of members voting in favour/ against the resolution, and
4. the percentage of shareholding are also mentioned.

5. Issuance of certificate of incorporation-

On being satisfaction of  Registrar of Companies,  it will issue a new certificate of incorporation. The company name change process isn’t completed until the new certificate of incorporation is issued by the RoC.

Documents Required for Change of Company Name-

The following documents are required apart from the documents to be filed with MGT-14 and INC-24:

1. Certificate of Incorporation
2. Altered MOA and AOA
3. List of shareholders and directors
4. Digital Signature of the authorised director
5. Proof of registered business address

Timeline for Change of Company Name

The time required to change the company name is approximately 10 to 15 working days since it involves multiple departmental approvals.

Compliances After Change of Company Name

Once the RoC issues the new certificate of incorporation, the new company name must be incorporated in all the copies of MOA and AOA. The company must also make changes and put its new name in the following documents:

1. The common seal of the company and official company seal
2. Promissory notes and bills of exchange
3. Company bank account name
4. Tax authorities, EPF and ESI department
5. Company website and social media accounts
6. Company PAN and TAN
7. Company letterheads, business cards, etc.
8. Company statutory registers
9. Employment and business contracts
10. Update business licenses or permits

ROC Fees:-

1. RUN Form:

Rs. 1000/- for application to reserve new name of company

• MGT-14:

Rs. 300 to Rs 600 Based on the capital of the company (Refer below Table)

• INC-24:

 Rs. 1,000/- to Rs 20,000/- Based on Company type and Capital (Refer below Table)

Fees for filing MGT-14:

S.rno.	Authorised Capital	Roc Fees payable
	Less than Rs. 1,00,000/-	Rs. 200/-
	Rs. 1,00,000/- to 4,99,999/-	Rs. 300/-
	Rs. 5,00,000/- to 24,99,999/-	Rs. 400/-
	Rs. 25,00,000/- to 99,99,999/-	Rs. 500/-
	100,00,000 or More	Rs. 600-/

Fees for filing INC 24

S.rno.	Authorised Capital	OPC & Small Companies	Other than OPC & Small Company
	Upto Rs 25,00,000/-	Rs. 1,000/-	Rs. 2,000/-
	Rs 25,00,001 to Rs 50,00,000/-	Rs. 2,500/-	Rs. 5,000/-
	Above Rs. 50 Lakh to 5 Crores	–	Rs. 10,000/-
	Above Rs. 50 Lakh to 5 Crores	–	Rs. 10,000/-
	bove Rs 10 Crores	–	Rs. 20,000/-

By working with a trusted and experienced Chartered Accountant in Udaipur you can be sure process for change the name of the company is done smoothly and efficiently  with compliance of all legal formalities and documentation in time and correctly. We help id minimizing the time period and help in avoiding legal complications while keeping all the expenses in budget.

Thinking of changing your company name? Get key details on the name change process from our experienced chartered accountants in Udaipur. We walk you through special resolutions, government approvals, and more.”