In today's business with diminishing marketing budgets and increasing competition, it’s more important than ever to get your branding right. As companies grow and alter over time, so do their values and products. Sometimes, this alteration can serve as an indicator for a company that they should change company name to something else that reflects the values of the company in a much better way. Transferring your company’s name is an exciting, rewarding endeavour—when it’s done right.
After incorporation company may change its company name in the following way:
The company intended to make changes in the business name of the company will have to comply with the provisions Section 13 (2) read with Section 4(2) and 4 (3) of Companies Act 2013 and Rule 8 and 29(1) and 29 (2) of the Companies (Incorporation) Rules, 2014
As per Rule 29(1) and (2) of the Companies (Incorporation) Rules, 2014, a company changing name shall not allow to following circumstances:
The companies are required to obtain the following approvals in respect of the "change company name" procedure:
Approval of Board of Directors:
The first step in carrying a change of name, is the approval of the change of name by the Board of the companies. Board Resolution is passed for selection of Names at their Meetings.
Approval of Shareholders:
company changing name need to be approved by a shareholder of the company by way of the special resolution passed at the general meeting of the company. Special Resolution will be filed with ROC in e-form MGT-14.
Approval of Central Government:
The power of the Central Government under Section 13(2) has been delegated to the Registrar of Companies. Company shall file e-form INC-24 Application for approval of Central Government for changing of the name. Approval of the Central Government is not required if the change relates to the addition/deletion of the words “private” to the name of the company.
Approval of Board of Directors: first step in carrying a change of name, is the approval of the change of name by the Board of the companies. Board Resolution is passed for selection of Names at their Meetings.
Approval of Shareholders: company changing name need to be approved by a shareholder of the company by way of the special resolution passed at the general meeting of the company. Special Resolution will be filed with ROC in e-form MGT-14.
Approval of Central Government: The power of the Central Government under Section 13(2) has been delegated to the Registrar of Companies. Company shall file e-form INC-24 Application for approval of Central Government for changing of the name. Approval of the Central Government is not required if the change relates to the addition/deletion of the words “private” to the name of the company.
Hold board meeting after giving notice to all the directors of the company at least 7 days before the date of Board Meeting and Pass Board Resolution for Selection of Names and Authorize to Director of Company to make RUN Application with ROC for Name approval
Check availability of names of the company: Once you finalize the new company name, you have to figure out if it is actually available for your company.
Section Section4(2) of the Companies Act, 2013 provides that a company cannot be registered by a name that:
For checking name availability, you can go to MCA > MCA Services > Company Services > Check Company Name. You can write the name of your proposed company and check.
Proposed selected names should be unique and different and not similar to registered trademarks. you need to do a public Search of the Trademark on https://ipindiaonline.gov. website.
File form RUN Application:
RUN option available under MCA Services. It is a post-login service of MCA, so register yourself on the MCA website. After logging in select “RUN Application”.
When you choose RUN Application next page will open in which you have to provide the CIN of the company and the Proposed name of the company (the company may apply a maximum of two names at a time) and the Comment, the section provides a brief of the objects of the company
Attachments Required:
Note: only one file is allowed to be uploaded as an attachment and the size of the file should not exceed 6MB
For the first level of automatic scrutiny, we have to click the ‘Auto Check’ of the proposed name. We have to submit the RUN application for reservation of name. After submission of RUN, you have to make payment of Government fees of Rs. 1000.
Once the name is approved by Central Registration Centre (CRC), the same is reserved for a maximum number of 60 days.
Hold General Meetings and pass a special resolution for change of name and approval of Alteration in MOA.
File Form MGT-14:
The company needs to file e-Form MGT-14 with ROC within 30 days from the date of passing the Special Resolution for change of name at the General Meeting along with the following attachment:
The e-Form MGT-14 is digitally signed either by the Director/ Manager/Company Secretary/CEO/CFO of the company.
The form will be processed in the non-STP mode for Alteration of AOA and MOA
Fee for filing e-Forms MGT-14:
| Nominal Share Capital | Fee applicable |
|---|---|
| Less than 1,00,000 | Rs 200 |
| 1,00,000 to 4,99,999 | Rs 300 |
| 5,00,000 to 24,99,999 | Rs 400 |
| 25,00,000 to 99,99,999 | Rs 500 |
| 1,00,00,000 or more | Rs 600 |
• File Form INC – 24:
After filing form MGT-14, the company shall file Form INC – 24 with ROC within 30 days of passing of Special Resolution, along with the following documents:
The e-Form INC-24 is digitally signed either by the Director/ Manager/Company Secretary/CEO/CFO of the company. The form will be processed by the Registrar of Companies in non-STP mode.
Fee for filing e-Forms INC-24:
| Authorized share capital | |||
|---|---|---|---|
| Fee applicable | |||
| OPC & Small company | Other than OPC & Small company | ||
| Up to Rs 25,00,000 | 2,000 | 1,000 | |
| Above Rs 25,00,000 but up to Rs 50,00,000 | 5,000 | 2,500 | |
| Above Rs 50,00,000 but up to Rs 5,00,00,000 | 10,000 | NA | |
| Above Rs 5,00,00,000 but up to Rs 10 crore or more | 15,000 | NA | |
| Above Rs. 10 crores | 20,000 | NA | |
For two years the company is required to mention its old name with names so changed.
The power of the Central Government under Section 13(2) has been delegated to the Registrar of Companies. Company shall file e-form INC-24 Application for approval of Central Government for company changing the name. Central Government approval is not required if the change of business name relates to the addition/deletion of the words “private” to the name of the company.
An approved name is valid for a period of 60 days from the date of application.
Yes. one Resubmission is allowed in RUN and resubmission shall be filed within 15 days.
Transfer business name of the company shall not allow to following Companies
Yes, company names are trademarked. There are several advantages to registering a trademark such as exclusive right to use, right to sue, avoiding infringement, maintaining the authenticity of the brand, and many others.
The company can change the name with the approval of shareholders of the company by way passing a special resolution at the general meeting of the company and with the approval of the Central Government by filing an e-form Inc-24 with ROC.
Following companies change their name:
| Old Name | New Name |
|---|---|
| LN Polyesters LTD | LN Industries India Limited |
| Santowin Polyesters LTD | Santowin Corporation Limited |
| SDFC Finance LTD | Insta Finance Limited |
| Uni Legwears (India) Limited | High Street Filatex Limited |
| Usha Housing Development Co. | Wellesley Corporation Ltd |
Yes, you can change the company name by passing a special resolution at the General Meeting of shareholders and with the approval of the Central Government.
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