Change in Name Clause

"Strategically choose your business name. We facilitate Company name changes legally, through board-approved special resolutions. Trust Legalitis for smooth transitions and focused business growth."

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Name of the Company - An Identity of the business

Importance of Company Name:

The company's name is its unique identifier and plays a crucial role in building brand recognition.
A well-chosen name should align with the company's mission, values, and future growth plans.

Regulation by Companies Act:

The naming process of a company is regulated by the Companies Act.
Regulations guide the selection of the name at the time of registration and any subsequent changes.

Choosing the Name:

The company name should be chosen thoughtfully, considering its long-term sustainability.
It's important to ensure that the chosen name is legally available and not already registered by another company.

Do's and Don'ts:

Do's: Research the availability of the name, make sure it's meaningful, relevant, and not infringing on any trademarks or copyrights.
Don'ts: Avoid names that are offensive, misleading, too similar to existing companies, or violate any regulations.

Procedure to Change Name:

If a company decides to change its name, the procedure involves obtaining approval from shareholders, applying to the government, and updating official documents.
The change should be accurately reflected in the Articles of Association and other relevant documents.

It's important to ensure that all steps are conducted in accordance with the legal requirements and regulations of the relevant jurisdiction. Here's a summary of the points:

Step 1: Conduct General Board Meeting:

The proposed new name for the company is discussed among the directors.
A notice of at least 7 days is sent to the directors to convene a board meeting.
In the board meeting, resolutions are passed to initiate the process of changing the company's name.

Resolutions Passed in Board Meeting:

Authorization to Apply for Name Availability: The board authorizes either a director or the company secretary to apply to the Registrar of Companies (ROC) to confirm the availability of the proposed name.
Fixing Time, Date, and Venue for EGM: The board decides on the time, date, and venue for an Extraordinary General Meeting (EGM). This meeting will be held to obtain approval for the new name and make necessary changes in the Memorandum of Association (MOA).

Ensuring Name Availability:

It's crucial to ensure that the new proposed name is available and not already registered by another company.
Names should be unique and distinct to avoid confusion and legal issues.

The Procedure of Change Name of Company

Step-by-step procedure for a company wishing to change its name. This process involves several crucial stages to ensure that the change of name is legally compliant and officially recognized. Here's a breakdown of the points:

Step 1: Check the Availability of the Name:

Verify the availability of the proposed name through the MCA portal.
Check both the "Check Company Name" and "Public Search of Trademark" options to ensure uniqueness.

Step 2: Apply Online to Obtain Name Approval:

Use the RUN (Reserve Unique Name) web service to apply for the name change.
Up to two proposed names can be applied for with the required fee.
Attach the board meeting resolution if the company is changing its name.
The ROC approves or requests resubmission after evaluating the application.

Step 3: Conduct EGM (Extra-Ordinary General Meeting):

After ROC approval, the company conducts an EGM.
Board members pass a Special Resolution for the name change and amend the MOA & AOA.

Step 4: Filing with ROC:

Within 30 days of EGM, file the Special Resolution using Form MGT-14.
Attach documents like the resolution, explanatory report, modified MOA, and AOA.

Step 5: Approval from Central Government:

File Form INC-24 to get Central Government approval for name change and MOA modifications.
Attach minutes of the EGM with the Special Resolution.

Step 6: New Certificate of Incorporation:

Upon completion of the process, ROC issues a new Certificate of Incorporation with the new name.

Guidelines under Companies Act for Naming:

Company names should be unique and not resemble existing trademarks or company names.
Common or generic names should be avoided.
Names should start with a person's name and align with the company's activities.
Names should not violate emblem and name act, trademark laws, or include misleading/offensive words.
The company's objects and activities should align with the chosen name.
Certain terms like LLP, HUF, Trust, etc., should not be included in the company name.
The names of One Person Companies (OPCs) and Private/Public Limited companies should follow specific suffixes.

Limitations on Changing Company Name:

Rule 29 of Companies Rules 2014 restricts companies that have failed to meet financial obligations, such as paying matured deposits, submitting annual returns, repaying debentures, or paying interest on debentures or deposits, from changing their name.

FAQ

Frequently Asked Questions

The Company generally undergoes changing its name for the following general factors:

If the Company changes its business activity
A company, to reflect the brand it deals with shall be willing to change the existing name to reflect the brand it deals with
In cases, if the government orders to change the name

No, the name has to be allowed in case of change of name of an existing Company via RUN only.

What if in case of any reason the reserved company name gets expired.
The name has to be re-registered. Further, it is recommendable to add the previous name approval letter which got expired.

Name approved by ROC shall be valid for 20 days within which the special resolution should be passed and filed otherwise approval letter becomes void.