A private limited company’s name can be changed for numerous reasons which include the change of objectives of the ongoing business, re-branding and change of management, etc.
The name of a private limited company can be legally changed anytime by getting approval from the shareholders and Ministry of Corporate Affairs (MCA).
Here is a brief on the process of changing the name of a private limited company.
Name Change of a Private Limited Company
The adoption of a name by a Private Limited Company at the time of incorporation can be changed at a later stage. This change of name of a Private Limited Company can be materialised by the consent of the shareholders through a special resolution and by the approval of MCA.
The change of name of a Private Limited Company has no impact on its legal entity or its existence as a corporate entity. The change of name of a private limited company will neither create a new entity or a new company.
Therefore, the change of company name will not:
- Disturb the rights and obligations of the company
- Render defective any legal proceedings by or against the concerned company
Process of changing the name of a Private Limited Company
Step 1: Resolution of the Board
A Board meeting has to be convened to pass a resolution for Private Limited company’s change of name and with a view to authorize a Director or Company Secretary to make an application to the MCA for ascertaining the availability of proposed name.
Also, in the same Board Meeting, there can be a resolution to convene an Extraordinary General Meeting for the change of the company’s name and also to alter the Memorandum of Association and Articles of Association.
Step 2: Checking of the Company Name Availability
Once a resolution is passed; the next step is to check the availability of the proposed company name, the authorised person can then make a name application to the apex body MCA.
The overall process of the name application is somewhat similar to that of the name application process which is being followed at the time of incorporation of a private limited company. Thus, the name should be as per the Companies Act 2013 Naming Guidelines.
Step 3: Passing special resolution for the change of company’s name
Once the new name for the existing company is approved by MCA, the Company must mandatorily conduct an extraordinary general meeting and in that meeting they must pass a special resolution for the change of the business’s name and also the consequential changes to the Memorandum of Association and Articles of Association.
Step 4: Approval of the application of change of company’s name
As soon as a special resolution for the change of name of a company is passed, the special resolution and application pleading for the approval of the company name change have to be filed with the Registrar of Companies. An application for company name change has to be made in Form 1B along with a requisite fee.
Step 5: Issuing of an Incorporation Certificate
If the Registrar of Companies is fully satisfied with the name change application of the company, the Registrar would then issue a new certificate of incorporation. It is then crucial to note that the company’s change of name is said to be complete and fully effective on issuance of new incorporation certificate issued by the Registrar of Companies.
Step 6: Inculcating changes to MOA and AOA
After the issuance of the new incorporation certificate, there are certain steps which are to be fulfilled in order to incorporate the new company name in all the copies of Memorandum of Association, Certificate of Incorporation issued by the Registrar and Articles of Association.
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