Process for Name Change of a Company under Companies Act, 2013

Process for Name Change of a Company under Companies Act, 2013

The Name of a company is its unique identity, and the same is also found in the first clause of the MOA (also known as Name Clause). The management of the company desiring to change the Company Name would need the consent of its shareholders and the approval of the CRC (MCA) and ROC. Alteration in name clause is provided under sections 13 (2) and 13 (3) of the Companies Act 2013. Change in the name has no impact on its legal entity or its existence as a corporate entity. It will not result in the creation of a new company or entity.

Step I: Board resolution of the Company

The very first step is the drafting of the Board resolution for the Change in Name of a Private Limited Company. Notice has to be issued at least 7 days, according to the provisions of Section 173(3) of the Companies Act, 2013. Board Members should give their principle approval for the change in the name of the Company. They will suggest proposed new names of the Company and will set the agenda for the Meeting of Shareholders. They can pass the resolution regarding:

  •  Proposed new names for the company;
  •  Authorizing any Director or Practicing Company Secretary for making an Application with Registrar of Companies for the approval of new name as decided by the Board;

A board meeting should be called for passing a resolution to change the company name. In the meeting, the board of directors will discuss and approve the change in name, authorizing a Director or the CS of the company to check name availability with MCA, and calling Extra -Ordinary General Meeting for passing a special resolution.

Step II: Check whether the name is available or not

In the second step regarding the checking of name availability with the MCA & Trademark for Change in Name of a Private Limited Company. When the resolution is passed we have to check whether the proposed name is available or not. You have to submit RUN (not e-form) along with the fee prescribed i.e. 1,000 only.
The proposed name should be in consonance with the name guidelines given in Rule-8 of the Companies (Incorporation) Rules, 2014 like it should not be identical with any other existing company’s name, should not violate trademark, does not include offensive words, it should be in consonance with the principal object of the companies, etc.When we make an application to reserve name for incorporation of a new company or for changing the name of an existing company, we must ensure that the proposed name selected does not contain any word which is prohibited under the Company Name Availability Guidelines. Also, we have to a Trademark Search to check if the proposed name is registered as a Trademark in any of the 45 Classes of Trademark and the proposed name is not in violation of provisions of Section 4(2) of the Companies Act, 2013, failing which it is liable to be rejected.