Change in the Name of a Company
A company can change its name post-incorporation for various reasons. The company can change its name in the following ways;
Change its name pursuant to conversion of public company into private company or vice versa i.e. addition of or removal of word public or private Limited.
Change its name pursuant to the order of ROC.
Change its name voluntarily.
Section 13(2) read with section 4(2) and (3) of Companies Act, 2013 and Company incorporation rules, 2014 deals with the change of name of the company.
According to section 13(2) of the Companies Act, 2013 the company can change its name only after approval from the central government in writing. Whereas Section 4 subsections (2) and (3) deal with the names which are desirable or undesirable.
However Following companies cannot change their name
The companies which have failed to file their annual returns and financial statements.
The companies which have failed to repay their matured deposits or debentures and interest due thereon.
Process to Change the Name of a Company:
Step 1: Passing a Board Resolution
A Board meeting must be convened to pass a resolution for a change of name of the company and to authorize a Director or Company Secretary to make an application to the MCA for ascertaining the availability of the proposed name. At the same Board meeting, a resolution to convene an extraordinary general meeting for changing the name of the company, and altering the Memorandum of Association and Articles of Association can also be passed.
Step 2: Check Company Name Availability
Once the board of directors has decided on its new name, a request for Reservation of New Name is made to the ROC under the RUN (Reserve Unique Name) facility. With the RUN application, a copy of the Board Resolution and NOC from the Trademark Owner (if applicable) is also filed. The ROC approves the new name if it is unique and not the same or similar to an already existing company, LLP, Domain, or Trademark.
Documents required for name approval:
Board resolution authorizing the name change
Step 3: Pass Special Resolution for Company Name Change in Karnataka
After approval of the name is received from the office of the registrar of companies, the next logical step is to seek approval from the shareholders of the company. To convene an EGM, the directors must send notice to every shareholder of the company at least 21 clear days before the date of EGM. The notice for EGM must contain the draft of the proposed resolution to be passed as a special resolution and explanatory statement.
Step 4: Applying to the Registrar
The special resolution will be submitted to the ROC within 30 days of passing, along with the form MGT-14, which will contain the details related to the special resolution.
Within 30 days of filing the MGT-14, form INC-24 needs to be filed with ROC along with the requisite fee. This is required for obtaining approval from the central government for changing the name. Certain documents also need to be enclosed with these two forms.
Documents required with Form MGT-14
Copy of resolution passed at EGM along with explanatory statement
Notice of EGM
Altered MOA and AOA
Consent of shorter notice if EGM called on shorter notice
Documents for filing INC-s 24
Notice of Extra – ordinary general meeting (EGM) along with the annexures
Copy of Special Resolution passed in the EGM along with explanatory statement
Copy of altered Memorandum of Association of the company
Copy of altered Article of Association of the company
Step 5: Issuance of the Certificate of Incorporation
With the approval of MGT-14 and INC-24, the ROC issues a fresh Certificate of Incorporation with the changed name. The company is under obligation to update the new name everywhere, in place of the old name change Name Everywhere