The Companies Act, 2013, regulates the procedure for renaming a company. The major provisions are made under Sections 13 and 14. These sections describe how a company can alter its MOA and AOA to reflect the new name and the necessary approvals from the shareholders and the government.

Here is what the Act says

Special resolution: The company must pass a special resolution in a general meeting to approve the name change.

Approval from authorities: The name change must be approved by the Registrar of Companies (ROC) and, if required, by the Central Government.

Filing with ROC: All necessary documents and forms must be filed on the MCA portal for record purposes.

No effect on legal existence: The name change does not result in the formation of a new company. The company continues to exist as before.

Rights and obligations unaffected: All properties, obligations, agreements, and pending legal cases remain unaffected.

Advantages of Name Change Company

1. Enhanced Brand Identity

A new name reveals more about what the company is all about and what it actually does.

2. Alignment with Business Expansion

If the business expands or introduces new products, a new name ensures everything stays aligned.

3. Enhanced Market Positioning

A strong and current name stays in people’s minds and helps the brand differentiate itself.

4. Legal and Trademark Issues Avoidance

Changing names can avoid trademark issues and lawsuits.

5. Rebranding Opportunity

It is a fresh start a chance to repair the company’s image or change how people perceive it.

6. Boosted Investor Confidence

A fitting and professional-sounding name makes investors and partners view the business more seriously.

7. Online and Digital Advantage

A good name helps the business easily secure a good domain name and establish a stronger online presence.

The Companies Act, 2013 provides a number of Types company Name Change

1. Voluntary Name Change

Sometimes, a company simply wants a new beginning, perhaps for rebranding, expansion, or a new beginning. In such a scenario, the company passes a special resolution to choose a new name.

2. Name Change Due to Business Activity

If a company chooses to diversify its core business or enters a completely new area, it must change its name to reflect what it actually does.

3. Name Change Ordered by ROC

If the Registrar of Companies (ROC) finds that a company’s name is too similar to another company's name or violates any name change rules, they can intervene and ask the company to choose a new name.

4. Convenience Based Name Change

If a company changes its form, such as from Private Limited to Public Limited or from OPC to Private Limited, it must also change its name to reflect the new form.

5. Name Change for Trademark Issues

If a trademark owner complains that a company's name violates their trademark rights, the company must change its name to avoid any legal issues.

Procedure Step by Step

Follow these steps, and you will be able to change the name of your company smoothly and as per the Companies Act, 2013.

Step 1: Pass a Board Resolution 

Begin with a board meeting to propose a change in the company name. The board selects either a director or the company secretary to verify the availability of the new name and arrange for an Extraordinary General Meeting (EGM). For more information on EGMs, including when to hold one, how to send out notices, and how to pass resolutions, see our guide on Extraordinary General Meetings.

Step 2: Check Name Availability

Now, apply for your new company name using the RUN (Reserve Unique Name) facility on the MCA website. Ensure your name is not already in use or too similar to an existing name, and avoid using any words prohibited by the Companies (Incorporation) Rules, 2014.

Step 3: Pass a Special Resolution 

Conduct the EGM that you previously arranged. It is during this meeting that the members will ratify the name change and authorize changes to the Memorandum of Association (MOA) and Articles of Association (AOA). For more information on what these two documents entail and why they are important, see our guide on the differences between MOA and AOA.

Step 4: File Mandatory Forms with the Registrar 

a) Form MGT-14 

You have 30 days from the date of the special resolution to file Form MGT-14. Don’t forget to attach the certified copy of the special resolution, the EGM notice, and explanatory statement, and the revised MOA and AOA. For a detailed procedure, our article on filing MGT Form-14 has got you covered.

b) Form INC-24 

After filing MGT-14, file Form INC-24 on the basis of the SRN obtained from MGT-14. You will have to attach the certified copy of the EGM minutes, the voting information, the approvals from SEBI, RBI, or IRDA if required, the revised MOA and AOA, and a detailed reason for the name change.

Step 5: Obtain the New Certificate of Incorporation 

After the Registrar of Companies (ROC) gives their approval, they will issue a new Certificate of Incorporation reflecting the new name of your company. The name change will be valid only after you receive this certificate.

 Documents

1. For the Board Meeting and RUN Application

- Enumerate all the new names you would like to propose for the company.

- Submit a copy of the Board Resolution approving the change of name.

- Attach the Board Resolution authorizing a director to submit the RUN application.

2. For Filing Form MGT-14

- Submit a certified true copy of the Special Resolution adopted during the EGM.

- Attach the Notice of the EGM that you sent to the shareholders.

- Attach the Explanatory Statement accompanying the notice of the EGM.

- Retain a copy of the revised Memorandum of Association (MOA) and Articles of Association (AOA) reflecting the new company name. You don’t need to submit this yet, but it is always best to be prepared.

3. For Form INC-24

- Attach the minutes of the EGM where the special resolution was adopted.

- Submit a declaration from the directors stating that the company is up-to-date in meeting its financial obligations and annual filings.

- Submit proof that the company has not defaulted on any loans or payments. 

At Tax Esquire, we understand that a name change in a company is more than just a formality to comply with the Companies Act, 2013. It is an opportunity to create your brand and prepare for what’s to come. Our experts have the necessary legal expertise to make this process seem effortless. When you are ready to move on to the next stage, we ensure that this transition happens seamlessly and your business always looks sharp and credible.