Change Name of Company
A private, public, or One Person limited company may change its name at any time after incorporation. However, changing the company’s name requires approval via a special resolution passed by the shareholders and permission from the Ministry of Corporate Affairs (MCA).
Overview
A private limited company’s legal existence as a corporate entity remains unchanged after a name change. Changing the company’s name does not create a new company or organization.
The following aspects are not affected by a name change:
- The company’s rights and liabilities remain intact.
- Any legal action taken by or against the company is still valid.
- Ongoing legal proceedings under the old name will continue without interruption.
Additionally, a company that has not filed annual reports or financial statements with the Registrar, or has defaulted on payment or refund of matured deposits or debentures (including interest), is not permitted to change its name.
Benefits of Changing Name of Company
Rebranding:
Changing the company’s name is often part of a rebranding strategy.
The new name may better reflect the brand’s value or help enhance its market presence.
Change in Business Objective:
If a company alters its main business activities or objectives, it may need to change its name so that it aligns with the new direction.
If the existing name does not accurately represent the updated objective, a name change is appropriate.
The Registrar of Companies may also direct a company to change its name if it no longer matches its business purpose.
Checklist/Requirements
Proposed Names of the Company:
A list of the new names being considered (usually 2–3 options in order of preference).
Certificate of Incorporation:
A copy of the original Certificate of Incorporation:
If the company’s name was changed previously, a copy of the latest (fresh) Certificate of Incorporation reflecting the current name.
Reasons for the Proposed Name Change:
A written explanation or resolution stating why the company seeks to change its name.
Existing Objects of the Company:
A statement or extract from the Memorandum of Association (MoA) or other supporting documents detailing the current business objectives of the company.
Checklist/Requirements
Proposed Names of the Company:
List of new names suggested for approval.
Copy of Certificate of Incorporation:
Original certificate, and Fresh certificate of incorporation if the company has changed its name previously.
Reasons for Proposed Change in Name:
A written explanation or resolution stating the reasons for changing the company’s name.
Existing Objects of the Company:
Details of the current business objectives (usually from the Memorandum of Association).
Process of Changing Name of Company
Step 1: Board Resolution
The Board of Directors convenes a meeting to propose the change of company name and passes a resolution to initiate the process.
Step 2: Check Company Name Availability
Apply to the Registrar of Companies (ROC) to check the availability of the proposed new name. Reserve the name once approved.
Step 3: Pass Special Resolution for Company Name Change
Call an Extraordinary General Meeting (EGM) of shareholders to pass a special resolution approving the name change.
Step 4: Application for Approval of Company Name Change
File the necessary forms and documents (including the special resolution and updated MOA/AOA) with the ROC for approval.
Step 5: Issuance of New Certificate of Incorporation
Upon approval, the ROC issues a new Certificate of Incorporation reflecting the changed name.
Step 6: Make Changes to MOA and AOA
Update the Memorandum of Association (MOA) and Articles of Association (AOA) with the new company name.
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