Procedures under Companies Act, 2013

Change Of Name Of A Company

Section 13(2) of the Companies Act, 2013 lays down that any change in the name of a company shall be subject to the provisions of sub-sections (2) and (3) of section 4 and shall not have effect except with the approval of the Central Government in writing:

Provided that no such approval shall be necessary where the only change in the name is the deletion therefrom, or addition thereto, of the word Private, consequent on the conversion of any one class of companies to another class in accordance with the provisions of this Act.

Key Considerations:

  • Company has not defaulted in filing of Annual Returns or Financial Statement or any other document due for filing with the Registrar. [Rule 29(1) of Companies (Incorporation) Rules, 2014]
  • Company has not defaulted in repayment of matured deposits or debentures or interest on deposits or debentures. [Rule 29(1) of Companies (Incorporation) Rules, 2014]
  • If any Company has changed its activities which are not reflected in its name, it shall change its name in line with its activities within a period of six months from the change of activities. [Rule 8(3) of Companies (Incorporation) Rules, 2014]
  • The names freed on change of name by any Company shall remain in data base and shall not be allowed to be taken by any other Company including its group company for a period of three years from date of Change subject to specific direction from Tribunal in course of merger or reconstruction or demerger. [Rule 8(8) of Companies (Incorporation) Rules, 2014]
  • Power of Central Government u/s 13(2) has been delegated to Registrar of Companies

The following procedure is to be followed for changing the name of a Company under Section 13 read with Rule No. 9 & 29 of Companies (Incorporation) Rules, 2014-

  1. Issue not less than 7 days notice of Board meeting, or a shorter notice in case of urgent business, in writing to every director of the company at his address registered with the company and call a Board Meeting to consider the proposal of changing the name of the company. Also follow the procedure prescribed as per Secretarial Standards-1 for issuing and signing of notice of Board Meeting.
  2. Hold a meeting of Board of Directors for deciding the agenda for change in name citing the reasons for changing name of the company and to consider and approve the proposed name by passing necessary Board Resolution
  3. Make an application to the Registrar in E-Form No. INC.1 along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 for seeking availability of the proposed name. [Section 4(4) and Rule No. 9 of Companies (Incorporation) Rules, 2014]
  4. Application in Form No. INC.1 should have following documents as attachment:
    1. A certified true copy of Board Resolution
    2. A letter explaining the reason and justification for the Change;
    3. If change of name is due to directions received from the Central Government, then copy of such direction;
    4. Proof of significance in terms of Rules wherever applicable;
    5. In case the proposed name(s) are based on a registered trademark or is a subject matter of an application pending for registration under the Trade Marks Act, 1999, the approval of the owner of the trademark or the applicant of such application for registration of Trademark;
    6. Copy of Central Governments approval In case the proposed name contains such word(s) or expression(s) for which the approval of Central Government is required,;
    7. Proof of relation;
    8. In principle approval from the concerned regulator;
    9. NOC from the sole proprietor/partners/other associates;
    10. NOC from existing company,
    11. Copy of affidavit, in case proposed name including phrase Electoral Trust
    12. Resolution of unregistered companies in case of Chapter XXI (Part I) companies;
    13. Order of competent authority as required in Rule 8(8)
    14. NOC from such other persons as required in rule 8(4)
    15. Optional attachment, if any.
  5. In case the key word used in the name proposed is the name of a person other than the name(s) of the promoters or their close blood relatives, No objection from such other person(s) shall be attached with the application for name. In case the name includes the name of relatives, the proof of relation shall be attached and it shall be mandatory to furnish the significance and proof thereof for use of coined words made out of the name of the promoters or their relatives. [Rule No. 8(4) of Companies (Incorporation) Rules, 2014]
  6. The Registrar shall examine the application and if the name is found desirable, he shall reserve the name for 60 days from the date of the application.[Section 4(5)]
  7. On receipt of approval of name, hold another meeting of Board of Directors-
    • To take note of the approval of name received from the Registrar.
    • To delegate authority to any one director of the company to sign, certify and to do all such acts, deeds as may be necessary to give effect to the proposed alteration.
    • To fix day, date, time and venue for holding general meeting of the Company for passing the following Special Resolution:
      1. Special Resolution for changing the name of the Company subject to the approval of Central Govt. [Section 13(2)]
      2. Special Resolution for alteration in name clause of Memorandum of Association. [Section 13(1)] and consequent modification of name in Articles of Association.
    • To prepare a new set of amended Memorandum and Articles of Association of the Company.
    • To draft and approve the notice of general meeting along with explanatory statement annexed to the notice as per requirement of the Section 102 of the Companies Act, 2013. The notice of general meeting must contain the text of special resolutions explained above.
    • To authorize the Director or Company Secretary to sign and issue notice of the general meeting.
  8. Prepare and circulate draft minutes within 15 days from the date of the conclusion of the Board Meeting, by hand/speed post/registered post/courier/e-mail to all the Directors for their comments. Also follow the procedure prescribed for preparing, circulation, signing and compiling of Board Minutes.(Secretarial Standards-1)
  9. Send notice of the General meeting proposing the aforementioned special resolutions to all the shareholders, directors, auditors and other persons entitled to receive it, by giving not less than clear 21 days notice or shorter notice in writing or through electronic mode in accordance with the Section 101 of the Act. Also follow the procedure prescribed as per Secretarial Standards for issuing and signing of notice and convening of General Meeting.
  10. Hold the general meeting on the fixed day and pass the following Special Resolution:
    1. Special Resolution for changing the name of the Company subject to the approval of Central Govt. [Section 13(2)]
    2. Special Resolution for alteration in name clause of Memorandum of Association. [Section 13(1)]
    3. Special Resolution or any other prescribed way, for alteration in Articles of Association of Company. [Section 14 & Section 5 (3)]
  11. Follow the procedure prescribed for preparing, signing and compiling of minutes of General Meeting
  12. File certified true copy of each special resolution(s) passed in general meeting along with a copy of notice including explanatory statement and altered Memorandum and Articles of Association of Company with the Registrar in E-Form No. MGT.14 under Section 117 of the Act within 30 days of passing Special Resolution in general meeting along with fee as specified in the Companies (Registration offices and fees) Rules, 2014.
  13. Make an application to Central Govt. in E-Form No.INC. 24 for obtaining approval to the change in the name of the Company. [Section 13(2)].
    Application to the Central Govt. should be accompanied with the copy of following documents:
    1. Certified True Copy of Board Resolution and Special resolutions
    2. Certified True Copy of the Notice along with explanatory statement of general meeting
    3. Minutes of general meeting
    4. Copy of name approval letter
    5. Altered Memorandum and Articles of Association.
    6. Detailed reasons for Change of name
    7. Copy of E-Form No. MGT.14 filed with the Registrar along with copy of challan
    8. Power of attorney in favour of the authorised representative
    9. Any other documents as may be required
  14. On approval of change of name, the Registrar will enter the new name in the register of companies in place of the old name and shall issue a fresh certificate of incorporation in Form No. INC.25 with the new name and the new name shall be effective only on the issue of such a certificate.[Section 13(3) and Rule 29(2) of Companies (Incorporation) Rules, 2014]
    • Issue a general notice in newspapers informing all concerned, about the change of name of the Company. This is optional.
    • Every Alteration made in the memorandum or articles of the company shall be noted in every copy of the memorandum or articles as the case may be. [Section 15(1)]
    • Arrange printing of fresh copies of Altered Memorandum and Articles of Association with new Certificate of Incorporation, Change the specimen of Blank Share Certificates with the new name, if already printed.
    • Have painted the new name of the Company on outside of every office, building etc. along with former name so changed [Pursuant to Sec 12(3)(a) and First proviso to Section 12(3)]
    • Arrange a new common seal engraved with new name and adopt it at the meeting of Board of Directors. ( Common Seal is optional now). [Pursuant to Sec 12(3)(b)]
    • Get its new name printed in its entire business letters, letter heads, Billheads, Invoice Forms, Receipt Forms and all other official publications along with former name so changed. [Pursuant to Sec 12(3)(c) and First proviso to Section 12(3)]
    • Have its new name printed on hundies, promissory notes, bills of exchange etc. [Pursuant to Sec 12(3)(d)]
    • Arrange new rubber stamps with the new name, all the stationary in the new name of Company.
    • Inform all concerned persons/ govt. authorities about the changed name of the Company, particularly the stock Exchanges, National Securities Depository Limited, Central Depository Services (India) Ltd., Central Excise Authorities, Customs Authorities, Sales Tax Authorities, Service tax Department, Chief Inspector of Factories, and Regional Provident Fund Commissioner etc.
    • Intimate all the Banks where Company operating Bank Accounts about its new name and file necessary applications and documents, as required by Bank, with regard to change in the name of Account holder.
    • Make application to Income Tax Department for Arranging New Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN).
    • Update the new name of the Company with the Basic Utility Service providers like Electricity providers, Telephone Internet connections in the name of the Company etc.
    • Inform all other Companies where Company has made Investments, taken loans, taken Insurance Policies, entered agreements of any kind and to all stakeholders.
  15. Notes:

    Change of name does not affect:

    • any rights or obligations of the Company
    • Legal proceedings by or against the company
    • Liability of the Company to pay Income Tax arrears

Procedure Authors

ACS Divya Jain
ACS Palak Jain
ACS Ankita Jain
ACS Sugandh Jain
ACS Mansi Kapor
ACS Bhawna Sharma

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