Process to Change Company Name

A company’s name is considered as the identity of the company (public or private), which may be changed with the approval of the members in the general meeting by passing a special resolution as the name change involves alteration of the memorandum. The memorandum of the company contains the “name clause” which states the name of the company. The Companies Act, 2013 and Rules made thereunder prescribe the procedure for the name change as follows:

PROPOSED NEW NAME:

1. shall not be identical with or resemble the name of an existing company;
2. shall not be such that its use by the company:
   • will constitute an offence under any law; or
   • is undesirable in the opinion of the central government
3. shall not be allowed if the company has defaulted:
   • in filing its annual return or financial statements;
   • in repayment of matured deposits/debentures or interest thereon

PROCESS:

1. A special resolution should be passed in the General Meeting to alter the name clause of the memorandum and also file the same with the registrar;
2. Central government’s approval in writing is required to affect the name change.
3. Thereafter, alteration in the name clause of the memorandum shall be noted in every copy of the memorandum.

Process to amend a company’s name

Secretarial steps for alteration in name clause are given below:

1. CALLING OF BOARD MEETING: Notice should be issued for convening board meetings to consider the need and reason for changing the name and for the in-principal approval for the name change.
2. SEEKING NAME AVAILABILITY FOR PROPOSED NEW NAME FROM REGISTRAR OF COMPANIES (ROC): An application for reservation/ availability of name shall be made and filed to ROC after following the guidelines for name selection. Afterwards, a name availability letter is issued by ROC and the name is available for 20 days from the date on which the application for the reservation was made.
3. APPROVAL OF MEMBERS IN GENERAL MEETING (EGM): After getting name availability from ROC, the board shall convene and hold a general meeting (EGM) of members to get member’s approval through passing a special resolution. Proper notice of EGM with agenda and explanatory statement shall be sent to all members, directors and auditors of the company by the authorized person on this behalf by the board.
4. ROC FILING: Relevant form to be filed within 30 days of EGM to obtain approval of central government (power delegated to ROC) for name change.
5. DUTY OF ROC: When the change is made in the name of a company, the registrar shall enter the new name in the register of companies in place of the old name and a fresh certificate of incorporation with the new name is issued and the change in the name shall be complete and effective only on the issue of such a certificate.

Required steps to be taken after name change

• Company needs to get its name changed in every pending case before District/High Court or any other authority.
• Company needs to get the name change in the government records like PF, ESI, GST, PAN, CLRA or any other applicable statutes.
• Company needs to replace its stationeries like Letter Head, Bills, Invoices, Office Board, appointment letters.
• Company needs to print old name and new name for a continuous period of 2 years in stationeries like Letter Head, Bills, Invoices, Office Board, appointment letters.
• If company is holding any shares of the listed company then it also needs to report the name change to the depository and the  company.
• Company also needs to get the name change in bank records, financial institutions and other applicable bodies.