Procedures to Change the Name of Private Limited Company

Posted on: 2018-03-05 05:51:39

There are several reasons as to why the name of a private limited company could be changed. Most of the times, these names are changed because of business-related purposes. It could also be that a private limited company is attempting to rebrand with a new name or maybe it is trying to indicate that there has been a change in its management with the new name.

No matter what the objective is, a private limited company can change its name but for this at it needs, at the very least, the approval of its shareholders. Apart from that such a company also needs to get necessary permission in this regard from MCA (Ministry of Corporate Affairs). It also needs to be noted in this regard that the name change of a private limited company does not have any effect as such on its existence as a legal entity.

So before you change your company name, you need to follow the process that holds all the key points and prospects which carry out the whole process for changing the company name. Here are the following steps to lift up your spirit for name change.

1. Hold Board Meeting and Pass Board Resolution for Name Change

2. File INC-1 to MCA for Name Change Availability

3. Pass Special Resolution in EGM for Name Change and File MGT-14

4. Application to ROC for Name Changing in INC-24

5. If ROC satisfied with your application, then Registrar will issue a new Incorporation Certificate in INC-25

6. Make Changes in Company MOA and AOA

Shortly, we explained here below, the name changing process of a company where you can gather the overall idea for your knowledge base.

Passing a board resolution

The first step that you need to take in order to change the name of your private limited company is to take a resolution regarding that effect at the board of directors’ level. For decisions such as these a board meeting has to be called so that a resolution to change the name of the company could be passed. At the same meeting a director needs to be given the necessary authority to apply to MCA. This is done to check whether the proposed new name is available or not. The same board meeting can also be used to take a decision in order to call an extraordinary general meeting, where the name of the company would be changed and alterations would be made to the MOA (memorandum of association) and AOA (articles of association).

Checking if the name of a company is available or not

Once a company passes a resolution whereby the proposed new name is said to be available the director, who has been authorized to do so, can apply to MCA in order to procure said name. The procedure that is followed over here is the same as the one, which is followed when a private limited company is incorporated.

This means that the new name must be decided on according to the guidelines that have been set in the naming guidelines of the Companies Act, 2013.

Passing a special resolution to change the name of a company

As soon as approval for the name can be procured from MCA the company needs to organize an extraordinary general meeting yet again. This needs to be done in order to pass a special resolution in order to change the name of a company. In this meeting some necessary changes also need to be made to MOA and AOA as well.

Application for approving the name change of a company

Once a company has passed a special resolution in order to change its name it must file an application with the Registrar of Companies whereby it seeks approval for changing its name. This application needs to be made in Form 1B and the necessary fee needs to be paid along with it as well.

Issuing a new certificate of incorporation

Upon being satisfied with the application for changing the name of the company the Registrar of Companies will issue a fresh certificate of incorporation. When this certificate is issued it can be said for sure that the process of name change is finally complete.

Making changes to the AOA and MOA

After the new certificate of incorporation has been issued steps have to be taken so that the new name could be incorporated properly in each and every copy of MOA and AOA.