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Memorandum of Association to Change the Name of the Company

Change the Name of the Company

It's essential to have a professional branding strategy in today's business environment. Companies change over time and so do their products and values. Memorandum of Association is the best to reach the world strategy for your business.

Sometimes this can be a sign that a company should change its company name to reflect the company's values in a better way. When done correctly, transferring your business name can be a rewarding and exciting task.

The following steps can be taken to change the business name of a company after incorporation:

  • Conversion from private to public, or
  • Conversion from public to private, or
  • Name change from XYZ Private Limited to ABC Private Limited
  • Any other mode of restructuring that is as allowed according to Companies Act. 

Alteration In Memorandum Of Association To Allow For A Name Change:

If a company intends to change its business name, it must comply with Section 13 (2) and Section 4(2) and 3 (3) of the Companies Act 2013 as well as Rule 8and 29(1), 29 (2) of Companies (Incorporation), Rules, 2014.

Change of name is prohibited under these circumstances:

The following are prohibited circumstances from allowing company name changes as per Rule 29(1) and (2) of Companies (Incorporation), Rules 2014.

  • The Company has defaulted in filing its annual returns or financial statements or any document due for filing.
  • Company has defaulted in repayment of matured deposits.
  • Company has defaulted in repayment of interest on debentures.

Companies Are Required to Get the Following Approvals for Company Name Change:

Board approval: A Board meeting must be convened to pass a resolution for change of name of the company or via circular resolution with requisite majority.

Shareholder Approval: Company name change must be approved by shareholders of the company through a special resolution at the Extra-Ordinary General meeting or through Postal Ballot or through Video Conferencing. A Special Resolution will be filed with ROC using e-form MGT-14.

Approval of Central Government: The power of Section 13(2) to the Central Government has been delegated by the Registrar of Companies. The company must file the e-form INC-24 Application to Central Government for approval for changing of name. If the change is to add/remove the word "private" from the company's name, approval by the Central Government will not be required.

Company Name Change Procedure

Call a Board Meeting after notifying all directors at least seven days prior to the date of the Board Meeting. Pass the Board Resolution for Selection and Authorize the Director of Company to submit ROC-approved RUN Applications

Verify the availability of company names:

After you've finalized the company name, it is time to determine if it is available for your company.

Check According to Section 4(2) of the companies Act 2013, Section 4(2) Explain that 

  • Name must not be identical or too nearly resembles with an existing company name registered under any company law,
  • if it or will constitute an offence under any law that is in force at the time or,
  • Must not be undesirable according to the Opinion of Central Government 

You can check name availability by going to MCA > MCA Services> Company Services > Check Company Name. You can type the name of your company to check.

Names proposed should be original and distinct from registered trademarks. you need to do public Search of Trademark on website.

Fill out the RUN Application:

RUN option available under MCA Services. This is a MCA post login service, so sign up on MCA website. After logging in select "RUN Application".

Next page will open when you click RUN Application. Here you must enter the CIN and the Proposed Name of the Company (company can apply up to two names simultaneously). In the Comment section, you should provide a summary of the company's objects

Attachments are required:

  • Name selection by the board.
  • If the proposed name is identical to an existing company name, NOC from company.
  • If the name of the trademark owner is identical to it, you will need to get a NOC.

Notify us that only one file can be uploaded as an attachment. The Form Size must not exceed the allowed size which is 6MB.

Click the "Auto Check" button to begin the first level of automatic scrutiny. For reservation of name, we must submit RUN application. You will need to pay Rs.1000 fees after you submit RUN for each submission.

Once a name has been approved by the Central Registration Centre (CRC), it is reserved for a maximum of 20 days. You can also reserve the same for up to 60 additional days by paying fees.

  • Hold general meetings and pass special resolution for name change and approval of Alteration of Memorandum of Association.

Fill out Form MGT-14

The company must file e-Form MGT-14 at ROC within 30 Days of the passing of Special Resolution for Change of Name at General Meeting.

  • Certified true copies of the Special Resolution & the explanatory statements annexed to the notice
  • Notice of Meeting Copy which is send to members along with all the annexure
  • Copy of the Proposed Articles of Association & Memorandum of Association
  • Copy of Attendance sheet of General meeting
  • Shorter notice consent, if any.

The e-Form MGT-14 can be digitally signed by either the Director/Manager/Company Secretary/CEO/CFO.

For Alteration in memorandum of association and articles, the form will not be processed in a non-STP mode.

Fill Form INC - 24

The company must file INC -24 within 30 days after filing MGT-14 for passing of Special Resolution, it shall file Form INC -24 with ROC along with the following documents:

  • Modified in memorandum of association and articles.
  • Certified true copy of Special Resolution
  • Notice of General Meeting and Explanatory Statements
  • Certified true copy of Minutes of the General Meeting where the special resolution was passed

The digital signature of the director/manager/company secretary/CEO/CFO is required for the INC-24 e-Form. In non-STP mode, the form will be processed at the Registrar of Companies. For filing e-Forms INC-24, there is a fee that can be checked at MCA Site.