Name Change-Company

Under the Companies Act 2013, a company can change its name through a special resolution passed in a general meeting, subject to approval from the Registrar of Companies (RoC) and the Central Government. Importantly, this name change does not create a new company or entity. The existing company will operate under its new name, and this change does not impact:

  • The rights or obligations of the company
  • Any legal proceedings involving or against the company

Under Section 13(2) of the Companies Act 2013, a company can change its name by passing a special resolution and obtaining approval from the Central Government (delegated to the Registrar of Companies).

  • Section 4(2) of the Companies Act 2013 prohibits a company from having a name that is identical or closely resembles an existing company’s name, violates any existing law, or is considered undesirable by the Central Government (Refer to Rule 8 of Companies (Incorporation) Rules, 2014 for details).
  • Section 4(3) of the Companies Act 2013 adds that certain words or expressions in a company’s name require prior approval from the Central Government to avoid creating a false impression of government affiliation.

Restrictions on Name Changes (Rules 29(1) and 29(2) of Companies (Incorporation) Rules, 2014):

  • Rule 29(1): Companies that have defaulted in filing documents with the Registrar or in repaying deposits or debentures cannot change their names.
  • Rule 29(2): An application in Form INC-24 must be filed along with the fee to change the name. Upon approval, a new certificate of incorporation in Form INC-25 is issued with the updated name.

The documents required for changing a company name include:

Attachments to Form MGT-14 (For Changing Company Name):

  • Certified True Copies of the Special Resolutions along with the explanatory statement.
  • A copy of the meeting notice was sent to members, including all annexures.
  • Altered Memorandum & Article of Association.
  • Copy of the Attendance Sheet of the General Meeting.
  • Shorter Notice Consent, if applicable.

Attachments to Form INC-24 (For Name Change Approval):

  • Notice along with Explanatory Statements.
  • Certified True Copy of the Special Resolution.
  • Altered Memorandum & Article of Association.
  • Minutes of the General Meeting.
  • Affidavit from Directors.

In addition to the documents that need to be filed with MGT-14 and INC-24, several essential documents are required to change the company name successfully. These documents include:

  • Certificate of Incorporation
  • Altered MOA and AOA
  • Digital Signature of the authorised director
  • Proof of registered business address
  • List of shareholders and directors
  • Timeline for Changing Company Name

Changing a company’s name typically takes around 10 to 15 working days due to the need for approvals from various departments.