An organization’s name can be modified for a variety of reasons, including a transition in the company’s objectives, restructuring, brand development, reconfiguration, and so on. The name of a private company can be changed at any time, subject to shareholder approval and Central Government power delegated to the Registrar of Companies via MCA Notification Dated May 21, 2014.
Sections 12, 13, sub-sections (2) and (3) of the Companies Act, 2013, and Rule 8 of the Companies (Incorporation) Rules, 2014 govern an organization’s name change.
Process To Change Organization’s Name:
Step 1: Convene a board meeting
The first step in changing the name of a private business is to approve a Board Resolution authorising a Director or Company Secretary to perform such acts as may be necessary to give effect to the resolution. The Board Resolution must be approved at a fully called Board Meeting.
Step 2: Confirming the Proposed Name’s Availability
Following the adoption of a Board Resolution, the new name is implemented using RUN. It is a type of web service. In order of priority of names, a maximum of two names can be used. The cost for reserving a name is one thousand rupees. When applying for a name reservation, the Board Resolution must be attached. Once approved, the name will be reserved for 60 days. Only existing companies may apply for name reservation via RUN, while proposed new companies must reserve their names using Part-A of the SPICE+ e-form.
The criteria and limits that apply when applying for a name for a new business also apply when reserving a name for an existing firm.
Once the name has been authorised, a shareholder vote is necessary to change the name. An Extraordinary General Meeting has been called. The EGM notice may be authorised at the same meeting that the board approved the name change. A Special Resolution must be passed at the EGM. A special resolution amending the company’s Memorandum and Articles of Association may be voted at the same EGM.
Step 3: Organize a Special General Meeting
Following shareholder approval via a Special Resolution, Form MGT-14 must be filed with MCA within 30 days of the Special Resolution being passed. Following the approval of the ROC from INC-24, a new Certificate of Incorporation must be obtained (COI).
Step 4: Filing of Special Resolution and Application to the Registrar
The following documents must then be filed with the Registrar of Companies:
The corporation approved a special resolution under Section 13 (1) in Form MGT-14. An application for a name change in Form No. INC-24, together with the cost for a name change for the firm.
Attachments to the INC-24:
The following papers must be added to INC-24 in accordance with Section 13(6) and Rule 29(2) of the Companies (Incorporation) Rules 2014.
- Accredited copy of the minutes of the members’ general meeting convened to pass the special resolution for the organization’s name change.
- A copy of the name change permission order issued by the relevant department or authority, such as the RBI, IRDA, SEBI, and so on.
- Any more information can be provided as an optional attachment (s).
Step 5: Obtaining a new Certificate of Incorporation
- Following a name change, the business must get a new certificate of incorporation in Form No. INC-25. After-Duties are those that must be completed after obtaining a new certificate of incorporation and changing the name of the company. According to Section 15(1), any changes made to the Company’s AoA and MoA must be stipulated in each copy of the articles and memorandum, respectively.
- Make arrangements to have new copies of the mutated AoA and MoA printed, along with a new Certificate of Incorporation.
- According to Section 12(3)(a), the new name of the firm must be painted or attached to the outside of every office or location where business is conducted. The name should be painted or placed in a visible location with readable lettering. It should also be mentioned that the name should be written in the characters of one of the languages commonly spoken in that area.
- Section 12(3)(b) requires the company’s name to be engraved in readable characters on the company’s seal (if any).
- Sections 12(3)(c) and 12(3)(d) require the new name to be printed on all business letters, letter papers, billheads, notices, and other publications of the firm, as well as bills of exchange, promissory notes, hundies, and other similar documents of the company.
- According to the first proviso to Section 12(3)(d), if a company has changed its name/s during the last two years, it must paint/print/affix the new name alongside the prior name/s that have changed during that time as stipulated in clauses (a) and (b) (c).
- Prepare the new rubber stamps and other stationery products in the company’s new name.
- Notify the bank where the company’s current account is held, as well as any other concerned government officials or authorities, such as stock exchanges, Tax and Excise Authorities, NSDL, CDSL, PF & ESI officials, and so on, of the change in the company’s name, and request that the name be changed in the company’s records. The parties with whom the firm has engaged in a contract made an investment, or obtain loans or insurance policies must also be informed of the change.
- Apply for the New PAN and TAN of the Company.
- Update the name with essential utility service providers such as telephone and power suppliers.
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The firm must verify that every copy of the Memorandum and Articles of Association is the updated version after the name change procedure is finished. If unaltered copies of the Memorandum or Articles of Association are issued, the company and any official in default will be fined one thousand rupees for each unaltered copy of the Memorandum or Articles of Association issued.