Change in company name amounts to a significant change in Memorandum of Association and Article of Association. A company needs to pass a special resolution in general meeting and receiving approval from the central government (MCA).
A company can adopt a new name at any time after incorporation; it can be materialised by obtaining the consent of shareholders by passing a special resolution. The company name change will not affect the company existence of the corporate entity and neither will it generate a new company.
Hence; the name change of the company will not disturb the right of the company, and neither will it make any legal proceedings invalid against the same company.
Step by Step process of changing the name of the company has been listed below:
As a business or company owner your company name is very important for branding and positioning purposes; hence a well-thought name can inject life into the company's brand building and marketing.
A well-researched name approval will help you getting approval from MCA faster, and the same can be reflected on your company prospectus (MOA and AOA). You should always brainstorm the ideas for the company name with other directors as well.
MCA has laid down naming guidelines based on which a company can select business name, but the names that are to be selected should not be from the list of the restricted words that have been mention in the following guidelines.
The directors or the company secretary need to cross-check the trademark database of IP India so that the name selected does not infringe upon an existing trademark or an application that is pending with the trademark office.
NOTE: You can take permission from the trademark owner to use the company name similar to their existing trademark.
You can conduct a trademark search for the proposed company name on Quickcompany website. Remember never to mention trademark class while searching, as a trademark in any class will affect the registration process.
The authorised person needs to search for existing companies with a similar or identical name on Quickcompany or can be alternatively be done on the MCA website. Once you explore the site, they will provide the result of companies with an identical name, if there exists any.
A board meeting needs to be called for the passing of the resolution involving a company name change. The directors and shareholders of the company need to approve the name change and once a consensus is achieved the company secretary or the director can file an application with Registrar of Companies(ROC).
An extraordinary general meeting also needs to be called for the passing of the special resolution for that the company needs to post a notice stating the time and place of EGM.
Once the resolution for the proposed name is passed in the EGM, you can file a RUN application with ROC to save the name. The application is valid for 60 days after which a new RUN application will have to be filed.
The director or the authorised company secretary can file the name with the MCA / Registrar of Companies within 30 days with Form MGT-14 that should be accompanied with the following documents:
If the registrar is satisfied with the documents submitted along with the form, then they will issue a certificate of incorporation. The name change process won't be complete until ROC issues the new certificate incorporation.
Certificate of incorporation is received from RoC; the company name must be mentioned in all the copies of MOA and AOA.
The company need to make an announcement of the company name change through a notice in the Annual general meeting (AGM) in the presence of the directors and shareholders of the company. If the vendors of the company are affected due to the name change, then the company personnel are recommended to make the name change announcement to them as well.
NOTE: All the companies that are publically listed need to provide notice to the listing platform (BSE, NSE)as well about the name change.