Provisions and Procedure of Changing the Name of a Limited Company in India

A company’s name is more than just a label; it embodies its essence, values, and vision. Changing a company’s name can occur for various reasons, reflecting shifts in management, strategy, or legal requirements. Here’s a straightforward guide to understanding how and why a limited company changes its name in India.

Reasons for Changing a Company’s Name

Companies may opt to change their name due to:

• Strategic Shifts: Changes in business direction or expansion into new sectors.
• Legal Requirements: Compliance with regulations or rectifying name similarities with existing entities.
• Management Decisions: Reflecting new leadership or ownership.

Legal Provisions Under Companies Act, 2013

1. Section 13(2) & Section 13(6):
   • A company can change its name through a special resolution passed by shareholders, with written consent from the Central Government.
   • Exception: No Central Government consent needed for adding/removing ‘Private’ in the name to convert between private and public status.
2. Section 13(3):
   • After name change approval, the Registrar updates the company’s name in the official register and issues a new certificate of incorporation.
3. Section 4(2) & Section 4(3):
   • The proposed name must be unique, lawful, and not misleading regarding government affiliations.
   • Restrictions apply to names that may require Central Government approval.
4. Rule 29(1):
   • Companies must clear pending annual filings and financial obligations before changing their name.

Procedure for Changing the Company’s Name

Step 1: Board Resolution

• The board passes a resolution authorizing the name change and convening an Extraordinary General Meeting (EGM) to approve the resolution.

Step 2: Name Availability Check

• An application is made to the Ministry of Corporate Affairs (MCA) to confirm the availability of the proposed name using the RUN (Reserve Unique Name) service.

Step 3: EGM and Special Resolution

• Shareholders approve the name change through a special resolution at the EGM.

Step 4: Filing with Registrar

• File the special resolution (Form MGT-14) and application for name change approval (Form INC-24) with the Registrar of Companies.

Step 5: Issuance of New Certificate

• Upon approval, the Registrar issues a new certificate of incorporation (Form INC-25) with the updated name and assigns new PAN and TAN numbers.

Additional Obligations for Listed Companies

Listed companies must comply with additional SEBI regulations when changing names due to business diversification:

• Disclose financial details related to new business lines separately for three years.
• Ensure compliance with stock exchange notifications and reporting requirements.

Effects of Name Change

• Legal proceedings initiated in the old name continue in the new name.
• Company identity remains intact; partnerships and legal obligations carry over.

Practical Steps After Name Change

• Update company stationery, seals, and official documents with the new name.
• Notify banks, government authorities, stakeholders, and service providers about the name change.
• Update utility services and contractual agreements with the new company name.

Changing a company’s name in India involves following a structured legal process outlined by the Companies Act, 2013. It’s essential for companies to adhere to these regulations to maintain compliance and operational continuity. Whether driven by strategic decisions or regulatory requirements, a name change signifies a company’s evolution and commitment to its stakeholders.

For expert assistance in navigating company name changes and other regulatory compliance matters, consider partnering with Filing Pool. We provide comprehensive ROC/MCA filing services to ensure your company’s legal obligations are met seamlessly.

By following these steps and understanding the legal provisions, companies can successfully transition to a new name while upholding their corporate identity and compliance standards.