Name: An Identity of the Company
Name of the Company is its identity throughout its span of life should be thought well before and shall be constructed in such a manner that can stay sustainable with the future growth in Company. Companies Act regulates the naming process for the Company right from selecting it to any changes made thereafter.
Certain do's and don'ts while selecting the along with the procedure to change the name is briefly elaborated in this article.
Change in Name Clause
Guidelines as per Companies Act While Naming The Company
Companies Act 2013 prescribes the conditions related to naming the Company whether it is Private Limited, OPC or Public Limited. Following are the conditions which have to be kept in mind while selecting the name for the Company:
- MCA ensures the name applied doesn't resemble the name already registered as a company or trademark. Mere joining the separate words or using the plural version of the existing name doesn’t make it unique.
- MCA restricts the names which are too general, such as Cotton Company Private Limited
- The name of the Companies cannot start with the name of the person, for instance, Ankita Private Limited.
- The proposed name shall be undesirable if it violets the following conditions:
• Violets Emblem & Name Act
• Violates Trademark
• Includes offensive or misleading words
The name selected for the Company shall align with the objects of the Company.
If the Company is incorporated to engage in the business of providing financial services such as chit fund, financing, leasing, etc. shall indicate such activities in its name.
The name shall not include the words that indicate any constitution or any legal person such as, LLP, Trust, HUF, etc.
The Procedure of Change Name of Company
Following is the step by step procedure to be followed by the Company willing to change its name:
Conduct Board Meeting:
The proposed name shall be discussed by the directors of the Company. Notice of 7 days is issued to the directors to conduct the board meeting to pass the necessary resolution for the approval of name change. Following resolutions are passed in a board meeting:
• To authorize the Company Secretary or Director to apply ROC for confirming the availability of name selected.
• To fix the date, time and venue to conduct EGM to approve the new name after it is approved and for the alteration of MOA The Company shall keep in mind that no two companies can be registered with the same name.
Check the Name Availability:
Company shall check the name for its availability through MCA. It can be checked whether the same name is registered as a trademark or as a company from the drop-down menu of "Public Search of Trademark" and "Check Company Name".
Apply Online for Name Approval:
After the name is checked and the same is available, it can be applied through new web service RUN. Up to two names can be applied through this form with the prescribed fee of INR 1000. In case the Company is changing its name shall attach the board resolution for authorizing the same as an attachment to this form. After thorough scrutinizing the application, ROC either approves the name or puts it to resubmission. The name approved by ROC remains valid for 20 days from such approval.
Conduct Extra-Ordinary General Meeting:
After the name is approved by ROC, and the name approval letter is received by the Company, shall call and convene the EGM to pass the necessary Special Resolution for approval of name change and making amendment to MOA & AOA.
Filing with ROC:
Within 30 days of conducting EGM file the special resolution with ROC in form MGT-14 (the form is available on the official website of MCA and can be downloaded as a zip file) along with the following documents annexed with the form:
• CTC of Special Resolution passed
• Notice of EGM along with an explanatory statement
• Altered MOA
• Altered AOA
Approval of Central Government:
Company has to take the approval of the Central Government for the name change and alteration in MOA by filing form INC- 24. Copy of minutes of EGM in which the Special Resolution was passed shall be attached to this form.
New Certificate of Incorporation:
After the process of name change is completed, ROC shall issue the new COI with the amended name mentioned on it. The new name becomes effective since the issuance of new COI.
Restrictions on Change Name of Company
Rule 29 of Companies Rules 2014 specifically prohibits the following companies from changing the name:
- A company that has defaulted to file an annual return on time
- The Company which has failed to repay the matured deposit
- A company that has defaulted in repaying matured debentures
- Company has not paid or default in paying the interest on deposit or debentures
Frequently Asked Questions
Changing of existing name doesn't have any impact on the legal identity of the Company. Changing the name is not creating a new entity. The changed name doesn't:
- Affect the existing rights of Companies
- Affects the legal proceedings against the Company pending in the old name
- Affects the legal proceeding initiated by the Company in the old name.
Name approved by ROC remain valid for 20 days within which the special resolution shall be passed, and filed else approval letter becomes void.
The Company usually undergoes changing its name for following general reasons:
- If the Company is changing its business activity
- A company willing to change the existing name to reflect the brand it deals with
- In cases the government orders to do so
A name change can take 15 to 20 days to be completed as approval by ROC varies depending upon the state to state.