How Can You Change Company Name - All You Need to Know

By Online Legal India Published On 09 Dec 2022 Category Legal

Sometimes a company's name just doesn't feel right or work well for the organisation; other times, you may need to change the name of your company to disassociate yourself from a bad reputation. In this case, you can rename your business to something that better fits your long-term objectives. While choosing a new name may seem simple before your company registration, going through the legal process to change your company's name is time-consuming.

To make that move simple for you, we at Online Legal India designed this service. We've made the process as simple as we can and have taken care of most of the work for you.

Why change your company’s name?

Any of the following advantages may lead people to change the name of their business:

Capitalising on the popularity of a product or service

A corporation might change its name to reflect a particular product or service if it becomes well-known for it in order to capitalise on that success.

Memorable business name

The company name can be changed to something more distinctive that will resonate with their potential clients if the current name isn't memorable enough.

Repositioning

When a firm is prepared to enter a new market, its name can also be changed. This aids in the brand's or business's repositioning.

Location-friendly Name

It may occasionally be essential or advantageous to change your name to one that is more amiable and acceptable in the new region you are entering.

Avoiding copyright issues

It may occasionally be essential or advantageous to change company name to one that is more amiable and acceptable in the new region you are entering.

Change of ownership

A new name would enable the company's new owner to "mark their authority" on it and give it a completely different direction.

What is not affected by the change in company name

Any legal actions that have been brought against or by the corporation in its previous name will not be impacted by the name change.

However, when the new name has been registered by the RoC, any new legal actions brought against the corporation in the old name are invalid. It is best to treat the business under its previous name as nonexistent.

The corporation may proceed with the legal actions it started under its previous name. Despite the name change, the company still exists.

Private Limited Company Name Change

The name that a private limited company picked before company registration may be changed at a later time. A private limited corporation cannot change its name without MCA approval and special shareholder approval. A name change has no bearing on the legal standing or ongoing existence of a private limited company as a corporate body. A corporation changing its name does not create a new company or legal entity. Consequently, the following shall NOT be done in connection with the firm name change:

Affects any of the company's rights or responsibilities.
Make any legal actions taken by or against the corporation ineffective.
Not impact any ongoing legal actions brought by or against the corporation under the previous name; they may continue under that name.

Procedure for changing company name

To get the name of a company changed, you will need to follow these 5 steps:

Passing a board resolution

A resolution to alter the company's name must be authorised by the board of directors at a meeting. The new name should be approved by the directors, who should then designate one of them or the company secretary (CS) to contact the MCA to inquire about the name's availability.

Checking the name availability

The authorised person should submit an INC-1 application to the MCA to inquire about the proposed name's availability. You can use this URL to conduct a search as well. Running a trademark search for the suggested name is crucial.

It is suggested that you make a shortlist of four to five business names before confirming their suitability to protect against the possibility that they will already be in use or taken.

Passing special resolution

An extraordinary general meeting should be called by the corporation after the new name's availability is confirmed (EGM). The name change and any other modifications to the AoA and the MoA will be accomplished by the passage of a special resolution.

Passing Special Resolution

Within 30 days of passage, the special resolution and the form MGT-14, which contains information about the special resolution, will be presented to the RoC.

Form INC-24 must be submitted to RoC along with the required fee within 30 days of submitting the MGT-14. This is necessary in order to get the central government's consent for the name change. These two forms must also be accompanied by certain documentation.

Issuance of the certificate of incorporation

The RoC will provide a new certificate of incorporation reflecting the name change once it is satisfied that all requirements of the application and supporting documentation have been met.

This is how the entire process has been condensed. Online Legal India will handle all the drafting, form-filling, and filing so you don't have to in order to make this procedure simple for you.

Private Limited Company Name Approval

One of the earliest, most crucial, and most difficult steps for a startup is selecting the ideal name for the company. Your major calling card will be the name of the company, which will appear everywhere the company is connected. Therefore, it's crucial to think of a name that makes a good first impression and is both intriguing and obvious. We examine some of the rules established by the Ministry of Corporate Affairs (MCA) for the change of the name of a Private Limited Company in India in this blog.

The name should be desirable

According to the Companies Act of 2013, no firm may be registered under a bad name. A suggested name for a Private Limited Company is deemed undesirable if it is the same as or closely resembles a company name already in use or approved by the Registrar, a name for a limited liability partnership already in use or approved by the Registrar, and/or resembles a trade mark that has already been registered or that is in the process of being registered. Additionally, names that violate the Emblems and Names rules that include words or obscenity or phrases that are generally objectionable to any group of people are also considered undesirable and forbidden.

Test for similarity

The following guidelines shall be followed in deciding if a name is similar to or identical to another name:

A word's plural form does not discriminate between names. City Hospital Private Limited and City Hospitals Private Limited shall therefore be compared. The name will still sound identical even if the letters are changed in type, case, or spacing between them.

As a result, City Hospital Private Limited will be compared to CityHospital Private Limited or City hospital Private Limited. A name will not be considered unique if the same term is used in different tenses or numbers. The terms Excellence Industries and Excellent Industries, for instance, will be compared. A comparable comparison will be made between Three River Hospital and 3 River Hospital. Furthermore, a name will not be distinguished from an existing name if it has a different phonetic spelling or uses the same term in a different combination. Therefore, J. n K. Industries and J. &. K. Industries will not be permitted if J.K. Industries already exist. A name will not become unique by adding terms like New, Modern, Nav, Shri, Shree, Om, Jai, Sai, The, etc. to an already existing name.

Names that require approval from other authorities

If the proposed name contains terms like "insurance," "bank," "venture capital," "stock exchange," "asset management," "mutual fund," etc., the name may be approved with a statement from the applicant stating that the applicant has complied with all regulations set forth by the relevant regulator, such as IRDA, RBI, SEMA, etc. Additionally, prior approval from the Central Government must be obtained if the proposed name contains any words or expressions that could be construed as the company being associated with or receiving patronage from the Central Government, any State Government, or any local authority established by the Central or any State Government under any law.

Requirement of minimum authorised capital for certain names

The firm must have a particular minimum authorised capital as listed below in order for certain keywords to appear in the name: A minimum authorised capital of Rs. 5 lakhs is needed for the use of the words Hindustan, India, or Bharat in any part of the company name. A minimum authorised capital of Rs. 10 lakhs is needed for the use of the words enterprises, products, business, or manufacturing in any part of the company name. A minimum authorised capital of Rs. 50 lakhs is needed for the use of the terms Hindustan, India, or Bharat as the first word in the company name. If the company name contains the terms "International," "Global," "Universal," "Continental," "Inter-Continental," "Asiatic," or "Asia," then a minimum authorised capital of Rs. 50 lakhs is needed. A minimum authorised capital of Rs. 50 lakhs is necessary if the terms Hindustan or India Bharat appear as the first word of the name. A minimum authorised capital of Rs. 1 crore is needed for names that contain the terms "Industries" or "Udhyog" in any part of the name or the words "International, Universal, Globe, Continental, Inter-Continental, Asiatic, Asia" as the first word. A minimum authorised capital of Rs. 5 crores is needed for the use of the word "Corporation" in the company name.

Documents required to change company name

First, fill up Form MGT-14 together with the RoC and the following documents:

Notice of the EGM
Certified copy of the special resolution passed in the EGM
The explanatory statement to EGM
Copy of altered MoA and AoA with the new company name.

Necessary MGT-14 approval, the INC-24 e-form must be submitted within 30 days with the following supporting documentation:

A certified genuine copy of the minutes of the EGM
Notice of the EGM
Copy of any approval order received from the other authorities such as IRDA, SEBI, RBI, etc., if any
Copy of resolution agreement mentioning the members voting for and against the resolution
Copy of altered MoA and AoA with the new company name
Other documents regarding any other information sought as optional attachments.