How To Change The Name of a Private Limited Company

Changing in Name of a Private Limited Company is very complicated but if we follow some standard steps then its a very easy to change anyone company name, their business activity and other legal agreements like MOA & AOA of the company.

The name of the company is regarded as the identity of the company irrespective of whether the company is a private company or a public company. Like we know the Reliance Company, Tata Consultancy Services (TCS), Infosys Technologies Ltd, Bharti Airtel. they are sued and can sue under their name.

The MOA i.e. Memorandum of association of a company has the 5 clauses which are necessary for a company; these are named clause, registered office clause, object clause, liability clause and capital clause. These have to be mentioned in the MOA of the company.

So, Name clause can be altered by the company by passing a

• A special resolution of the shareholders of the company and approval of the ministry of Corporate affairs (MCA).
• Change the AOA i.e. Article of Association in order to change the name of the company.

Alteration in name clause is provided under section 13 (2) and 13 (3) of the companies Act 2013. Change in the name has no impact on its legal entity or its existence as a corporate entity. It will not result in the creation of a new company or entity. So the change in name of a company does not

• Affects its rights or obligations of the previous company name.
• Render any legal proceeding by or against the company defective.
• The pending proceeding will not be affected and can continue the proceeding with the old

8 Steps to Change in Name of a Private Limited Company

Step 1 : Board resolution of the Company

The first step is the preparation of the board resolution for the Change in Name of a Private Limited Company.Notice has to be issued at least of 7 days, according to the provisions of Section 173(3) of the Companies Act, 2013 for the meeting of the Board of Directors to discuss the change of name of the company. BOD should give its principle approval for the change in the name of Company. They will suggest proposed new names of the Company and will set the Agenda for the Meeting of Shareholders. The can pass the resolution regarding:

• Proposed new names for the company;
• Authorizing any Director or Company Secretary for making an Application with the office of Registrar of Companies for the approval of new name as decided by the Board;

Step 2 : Check name availability on the MCA Website & Trademark Search

In the 2nd step regarding the checking the name availability with the MCA & Trademark for Change in Name of a Private Limited Company.When the resolution is passed we have to check whether the proposed name is available or not. You can learn here about to search the availability of the Company Name in India. Name approval will be granted by the Registrar of Companies. You have to submit an application in E-Form No. INC 1 along with the fee prescribed i.e. Rs. 1,000 only (as per section 4(4) read with the Rule 9 of Companies (incorporation) Rules 2014).

The proposed name should be in consonance with the name guidelines given in Rule-8 of the Companies (Incorporation) Rules, 2014 like it should not be identical with any other existing company’s name, should  not violate trademark, does not include offensive words, it should be in consonance with the principle object of the companies etc..

Step 3 : Approval of new proposed name by the Registrar of the company

After Registrar of Company approves the name availability he will issue a Name availability letter with respect to approval for the availability of name for the company. This name will be valid for a period of 60 days from the date on which application for the new name was made (as per section 4(5).

Note – In the third step for Change in Name of a Private Limited Company we have to take care of the proposed name because Approval of the name decided by the respective registrar of firms and sometime searchable company name is available on the MCA Portal but the final decision is taken by the officer after checking the trademark and other obligations of the name.

Step 4 : Notice for Extraordinary General Meeting for chaning the name of the company

When the name is approved by MCA the company should call an extraordinary general meeting to pass a special resolution in favor of changing the name of the company.

The board has to then issue a notice to all Shareholders, Directors, and auditors of the company in accordance with Section 101 of Companies act 2013. The board has to mention the Date, time and place fixed for the extraordinary general meeting of the company. It should accompany an explanatory statement stating the reasons for the change in name with the interest of the director. The notice should be issued at least 21 days before the meeting. If 95% of the shareholders consent then EGM can be conducted on a shorter notice.

Step 5 : Pass Special Resolution for Company name change

Following resolutions have to be passed at the Meeting:

• Change of name of the Company and alteration of MOA and AOA of the company subsequently.
• If the name is changed due to change in the business activity or the object of the company then the main object in MOA also has to be changed.
• Delete any other object in the object clause of MOA of the company.
• Liability clause of the MOA has to be amended.
• New AOA and MOA has to be adopted which are in consistency with the Companies Act 2013.

Step 6: Application for approval of company name change

Once the special resolution is passed in EGM the company has to file the resolution so passed with the Registrar of Company within 30 days of the passing of the resolution. Form MGT-14 has to be filled with filling resolution to the registrar with the following documents attached:

• Notice issued for EGM along with explanatory statements
• Certified true copy of Special resolutions;
• Altered MOA and AOA.
• Minutes of the extraordinary general meeting;
• Consent letter to shareholders, in case the extraordinary general meeting is convened on shorter notice.

The company also has to submit form INC-24 to obtain approval from the Central Government for the change of company’s name within 30 days of the passing of the special resolution. You have to attach following documents:

• Notice of extraordinary general meeting along with the explanatory statements;
• Certified true copy of Special resolutions;
• Altered Memorandum and Articles of Association;
• Minutes of the extraordinary general meeting;
• Consent letter to shareholders, in case the extraordinary general meeting is convened on shorter notice.
• SRN of the Form MGT-1

Step 7 : Issuance of new certificate of incorporation on new company name.

Registrar of Company will check and review the forms and documents filed by the company. If he is satisfied with the forms and documents were given by the Company then Registrar will issue the New Incorporation certificate stating the new name of the company. The name will be effecting from the date of issue of the certificate.

Step 8 : Make changes to MOA and AOA of the Company.

When new Incorporation Certificate is issued then the company should make amendments to the MOA and AOA in order to incorporate the new name of the corporation.