Change in Name Clause

The name of a company serves as its identity, making it essential to choose wisely. However, if needed, a company's name can be changed. In India, altering the Name Clause can be done online by passing a special resolution during a board meeting. The process is overseen and approved by the Ministry of Corporate Affairs (MCA) under Section 13 of the Companies Act. While you focus on growing your business, the expert team at Ruchir Jain & Co will handle all the legal formalities for you.

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Name of the Company - An Identity of the Business

A company's name represents its identity throughout its existence, so it is crucial to select a name thoughtfully, ensuring it aligns with the company's growth and development. The process of naming a company, from initial selection to any subsequent changes, is governed by the Companies Act. This article provides a comprehensive guide to the key considerations, including the do's and don'ts, involved in changing a company's name.

Mentioned below is the step-by-step procedure to change the name of the Company

Conducting a General Board Meeting:

The proposed name change for the company is discussed among the directors during a board meeting. A notice of seven days is issued to the directors, convening the meeting to pass the required resolutions for approving the name change. The key resolutions passed during the meeting include:

Authorizing the Application to ROC: The Director or Company Secretary is authorized to apply to the Registrar of Companies (ROC) to verify the availability of the proposed name.
Scheduling the EGM: A time, date, and venue are fixed for holding the Extraordinary General Meeting (EGM) to seek shareholder approval for the new name. Once approved, necessary amendments to the Memorandum of Association (MOA) are made.

The company must ensure that the new name is unique and does not match or closely resemble the name of any other registered entity.

Guidelines under the Companies Act during the process of Naming the Company

The Companies Act, 2013 lays out specific terms and conditions for naming a company, whether it is a Private Limited, Public Limited, or One Person Company (OPC). Companies must adhere to the following guidelines when selecting a name:

Uniqueness: The Ministry of Corporate Affairs (MCA) ensures that the proposed name does not resemble any already registered trademarks or company names. Combining separate words or converting a name into its plural form does not qualify as unique.
Common Names: The MCA restricts names that are overly common or generic, such as Wood Company Private Limited.
Personal Names: The company name should ideally begin with a person's name, like Lalitha Private Limited.
Unsuitable Names: A proposed name is deemed unsuitable if it:
- Violates the Emblems and Names Act.
- Infringes on a trademark.
- Contains misleading or offensive words.
Relevance to Business: The selected name must align with the company’s objectives. For instance, a company involved in financial services such as financing, chits, funds, or leasing should reflect these activities in its name.
Exclusions: The company name should not include words suggesting constitutional entities like LLP, HUF, or Trust.
Suffix Requirements:
- One Person Companies must end with OPC Private Limited.
- Private companies must conclude with Private Limited.
- Public companies should end with the word Limited.

The Procedure of Changing the Name of the Company

Step-by-Step Procedure for Changing a Company’s Name:

Check Name Availability:
The company must verify the availability of the desired name through the MCA portal. This includes checking if the proposed name is already registered as a company name or trademark using the "Check Company Name" and "Public Search of Trademark" options.
Apply Online for Name Approval:
After confirming availability, the proposed name can be applied for through the RUN (Reserve Unique Name) web service. Up to two names can be submitted in a single application for a fee of ₹1,000. If the company is undergoing a name change, a board resolution approving the change should be attached to the form. The Registrar of Companies (ROC) will review the application, either requesting resubmission or granting approval. Once approved, the name remains valid for 20 days.
Conduct an Extraordinary General Meeting (EGM):
After receiving the ROC's name approval letter, the company must hold an EGM to pass a Special Resolution. This resolution authorizes the name change and amends the Memorandum of Association (MOA) and Articles of Association (AOA).
File with ROC:
Within 30 days of the EGM, the company must file the Special Resolution with the ROC using Form MGT-14, available for download on the MCA website. The following documents must be attached:
- Certified True Copy (CTC) of the Special Resolution.
- Notice of the EGM, along with an explanatory statement.
- Amended MOA.
- Amended AOA.
Approval from the Central Government:
The company must seek approval from the Central Government for the name change and modifications to the MOA by submitting Form INC-24. The minutes of the EGM where the Special Resolution was passed should be attached to this form.
Obtain a New Certificate of Incorporation:
Once the process is complete, the ROC will issue a new Certificate of Incorporation reflecting the updated name. The name change officially takes effect from the date of issuance of the new certificate.

Limitations on Change Name of Company

According to Rule 29 of the Companies Rules, 2014, certain companies are prohibited from changing their names under the following circumstances:

The company has not repaid matured deposits.
The company has defaulted in filing its annual return within the prescribed time.
The company has failed to repay matured debentures.
The company has defaulted in paying interest on debentures or deposits.

Frequently Asked Questions

No, the name has to be allowed in case of change of name of an existing Company via RUN only. What if in case of any reason the reserved company name gets expired. The name has to be re-registered. Further, it is recommendable to add the previous name approval letter which got expired.
Name approved by ROC shall be valid for 20 days within which the special resolution should be passed and filed otherwise approval letter becomes void.
The Company generally undergoes changing its name for the following general factors: If the Company changes its business activity A company, to reflect the brand it deals with shall be willing to change the existing name to reflect the brand it deals with In cases, if the government orders to change the name