Change Private Limited Company Name

How to Change Pvt Ltd Company Name in India?

A Private Limited Company Name is the first & unique identity of a Company and it is vital to have an appropriate name for your Company. The investors or customers identify the Company from its name. In India, a Company owner must follow the provisions of the Companies Act, 2013 & the Companies (Incorporation) Rules, 2014 before selecting the name of the Company. However, an entrepreneur may change their Company’s name for a specific reason. According to the Companies Act, 2013, a Company may change its name by passing a special resolution in the GM (General Meeting) & getting approval from the RoC & the Central Government. The change of Private Limited Company Name will not affect the rights/obligations of the Company and any legal proceedings by or against the Company. In this article, we are going to discuss the reasons, documentation, and procedure to change Pvt Ltd Company Name under the Companies Act, 2013.

To change a Private Limited Company Name under the Companies Act 2014, follow these steps: conduct a name search, convene a board meeting to approve the name change, obtain shareholder approval, file the necessary forms with the Companies Registration Office, and update all relevant company documents. Adhering to these procedures ensures a seamless transition.

What are the Rules for selecting a unique Private Limited Company Name?

As per the Companies Act, 2013 provides that the proposed name shouldn’t resemble too nearly or be identical with the name of an existing registered company. In case the Private Limited Company Name is identical or resembles an already incorporated Private Limited Company Name, then the Registrar of Companies will reject it. The Registrar of Companies will reject a Pvt Ltd Company Name if its use by the Corporation will constitute an offence under any law in force or is undesirable in the Central Government’s opinion. Moreover, a Company cannot be registered with a name that includes:

• Words prescribed under Rule 8B of the Incorporation Rules, which can be used after getting prior approval of the Government;
• An expression or a word that gives an impression that the Company is associated with or has the patronage of the Central or State Government, any local authority, Body or Corporation constituted by the State or Central Government.

Further, a One Person Company should have the suffix of (OPC) Private Limited in its name. Similarly, a Private Limited company should have the suffix of Private Limited in its name and a public company should have the suffix of Limited in its name.

Reasons to change Pvt Ltd Company Name under the Companies Act, 2013

Following are some common reasons to change Pvt Ltd Company Name:

• Change in Business Activity: A Company board may change Pvt Ltd Company Name when it changes its business activities. It may change the Private Limited Company Name to show the new or additional business objects. In such cases, the Company should also change its Memorandum of Articles to change its main object.
• For Marketing: A Company can change its name for marketing purposes and it may also change the Pvt Ltd Company Name as per the latest trends for better brand positioning. When a Company is ready to move into a new market, it may alter its name to reposition its brand.
• Voluntary Change: The Company’s Board may change Pvt Ltd Company Name voluntarily and it is legal to change the Pvt Ltd Company Name voluntarily subject to the fulfilment of all the conditions.
• Avoid IPR Issues: A Company in India may change its name to reinforce its Trademark or Copyright in its name and similarly, the Company can change its name to avoid a possible IPR conflict.
• Ownership Change: Generally, when the Company’s ownership changes or entity takes over the Company, it is seen that the Pvt Ltd Company Name also alters to show the authority of the new management & for branding purposes.

List of vital documents required to change Pvt Ltd Company Name in India

Following is the list of all the crucial documents required to change a Pvt Ltd Company Name in India apart from the documents to be filed with INC-24 & MGT-14: 

1. CoI or Certificate of Incorporation;
2. List of Directors & Shareholders;
3. Changes AoA (Articles of Association) & MoA (Memorandum of Association);
4. DSC of the authorized Director;
5. Proof of registered business address.

Step-by-step procedure to change Private Limited Company Name 

Following is the procedure to change Pvt Ltd Company Name in India:

Step 1: Board Resolution: A Board Meeting should be called for passing a resolution to change Pvt Ltd Company Name. In this meeting, the BODs will discuss & approve the change in name, authorising a Director or the Company’s CS to check name availability with the Ministry of Corporate Affairs & call EGM or Extraordinary General Meeting for passing a Special Resolution.

Step 2: Check the Availability of Name: Once the Board Resolution is passed determining availability of Private Limited Company Name, the authorised individual can make a name application to the Ministry of Corporate Affairs. The procedure for name application is identical to that of the name application procedure followed at the time of Company Registration. Therefore, the Private Limited Company Name must be as per the naming guidelines under the Companies Act, 2013.

Step 3: Passing Special Resolution: Once the Private Limited Company Name is approved by the Registrar of Companies regarding the name availability should call for EGM. This resolution will be passed in the EGM for altering the name & making the change in the MoA & AoA.

Step 4: Applying to Registrar: A Special Resolution will be filed with the Registrar of Companies within 30 days of passing the resolution. With it, Form MGT-14 will also be filed which includes the details regarding Special Resolution. Following are some vital documents that should be submitted with MGT-14:

1. Explanatory Statement to EGM;
2. Certified Copy of Special Resolution;
3. EGM Notice;
4. Altered MoA & AoA.

Once you filed MGT-14, the Company needs to file INC-21 with the Registrar of Companies for taking approval from the Central Government for a Name Change along with the fee. After MGT-14 is filed, INC-24 will be filed since INC-24 specifically asks for the SRN of MGT-14 filed with the Registrar of Companies. Along with the INC-24 Form, the following documents must be filed:

1. EGM Notice;
2. A certified copy of the minutes of the Extraordinary General Meeting where the Special Resolution was passed;
3. Copy of approval order received from the Authorities like IRDA, RBI, SEBI, etc. if any;
4. Resolution Agreement copy consisting of the members voting for & against the resolution;
5. Altered AoA & MoA with the new Pvt Ltd Company Name;
6. Any other optional attachments.

In INC-24, reasons for the Private Limited Company Name change, information regarding the no. of members who attended the EGM, the no. of members voting in favour or against the Resolution, the percentage of shareholding are also mentioned.

Step 5: Issuance of Incorporation Certificate: If the ROC is completely satisfied with the documents, it will issue a new Incorporation Certificate. The name of the Company change process is not completed until the new Certificate of Incorporation is issued by the Registrar of Companies.

Compliance after the Pvt Ltd Company Name Change under the Companies Act

Once the Registrar of Companies issues the new Certificate of Incorporation, the new Pvt Ltd Company Name must be registered in all the copies of AoA & MoA. The Company must also make alterations & put its new name in the following documents:

1. Tax authorities (ESI & EPF Department);
2. Company bank account name;
3. The common seal of the Company & official company seal;
4. TAN & PAN of the Company;
5. Website & Social Media accounts of the company;
6. Business Cards, Letterheads, etc., of the Company;
7. Company Statutory Registers;
8. Business & Employment contracts;
9. Promissory notes & bills of exchange;
10. Update business licences/permits.