CHANGE OF NAME OF A COMPANY
A company is recognised by its name. So, it is imperative to choose a suitable name for a company. Change in name of company is possible after its incorporation. To change the name of a company, shareholders’ approval is required by passing a special resolution and approval of the ministry of corporate affairs (MCA).Change in the company name will not have any impact on its legal status nor will it lead to creation of any a new company.
However, if the change in company’s name only includes addition or deletion of the word “private”, then no such approval is required from central government.
Therefore, the change of name of a company shall not:
- Affect any rights or obligations of the company
- Affect any legal proceedings by or against the company, whether pending in old name.
PROCEDURE FOR CHANGING THE NAME OF A COMPANY
- Passing board resolution:
Suggestions of names will be placed before the Board of Directors and the resolution will be passed by them after selection of suitable names. The resolution with authorise the directors to make an application to RoC for name approval. In this board meeting a director or a company secretary is authorised to make an application to the MCA and a resolution is also passed to convene an extraordinary general meeting.
- Application for new name:
Procedure for application for a new name for a company is same as in that in the time of registering a brand new company.Your goodself needs to File INC 1 for reservation of a New Name.
- Passing Special Resolution:
As soon as a name is approved by RoC, the company must conduct an extraordinary general meeting and pass a special resolution for change in company and corresponding changes in memorandum of association (MoA) and articles of association (AoA). An application in MGT 14 should be filed .
- Application for change of name:
As soon as the special resolution is passed by the members of the company, the special resolution and application for approval company name change must be filed to RoC. INC 24 must be filed to give effect of the following.
- New Certificate of Incorporation:
If the RoC is satisfied with the company name change application, the registrar would issue a new certificate of incorporation. The new name of company is effective from the date of issue of the new certificate of incorporation.
- Changes to be made in MoA and AoA
Subsequent to receiving of the new certificate from RoC, necessary steps must be taken to change the name of the company in all the copies of MoA and AoA.