Name change procedure for private limited companies

Changing Your Business Name

Several factors may lead to the need to change the name of a private limited company, including the change of its objective, a change of management, rebranding, etc. In the case of a private limited company, the name can be changed at any time with the approval of its shareholders and the Ministry of Corporate Affairs.

Company Name Change

If a private limited company changes its name later, the shareholders have to consent to the change through a special resolution and the MCA has to approve it. The change of name of a private limited company has no effect on its legal entity or its existence as a corporate entity. Changes in Change Company Name Online do not result in the creation of new companies or new entities, so they do not include:

  • The company’s rights or obligations are affected
  • Any legal action taken by or against the company is rendered null and void
  • No effect is made on any legal actions by or against the company in the old name; they may continue in that name.

The process for changing or altering the name of a company under the Companies Act, 2013

  • Board Resolution is the first step

For a company to change its name, a Board meeting must be convened, and a company secretary or director must be authorized to apply to the MCA to ensure the name is available. A resolution is also possible to pass at the Board meeting to convene an extraordinary general meeting for the purpose of changing the company’s name and amending the Memorandum of Association and Articles of Association.

  • Check the availability of the company name in Step 2

A resolution determining that the proposed company name is available can be submitted to the MCA by the authorized person. Name application follows the same procedure as the name application procedure for incorporating a private limited company. Therefore, the name must adhere to the Naming Guidelines of the Companies Act 2013.

  • Resolve to change the company’s name

An extraordinary general meeting must be held after a name has been approved by the MCA so that a special resolution can be passed pertaining to the change of the name, alongside consequential amendments to the Memorandum of Association and Articles of Association.

  • Approval of the change of company name is the fourth step

It is necessary to file a special resolution and an application for approval of the name change with the Registrar of Companies along with Form 1B and the required fee as soon as the special resolution is passed.

  • The fifth step is to reissue the certificate

In the event that the Registrar of Companies approves the name change application, he will issue a new certificate of incorporation for the company. As soon as the new incorporation certificate is issued by the Registrar of Companies, the company name change is considered complete and effective.

Changes to the MOA and AOA are the sixth step

Following receipt of the new certificate of incorporation, the new company name must be included in all copies of the Memorandum of Association, Articles of Association, and Certificate of Incorporation.

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