Company Name Change – Rules and Legal Effect

Company Name Change – Rules and Legal Effect- Changing the company name will require alterations in the Memorandum of Association and Articles of Association. The company may change the name by following a certain procedure. The procedure requires passing a special resolution in the general meeting and later on requires approval from the Central Government and registrar of companies i.e. ROC. 

You will notice that when you go for a company name change, the resultant will not be a new company or entity. The company already running its operations will go on in the same procedure and the only change will be in the name of the company ie.. after the name change it will be identified by its new name. The following will not be affected and they are as follows.

• Rights or obligations of the company
• The legal proceedings going on either by the company or against it.

Procedure to be followed for Company Name Change

We will introduce to you the procedure you need to undergo while going for the company name change. It includes the following process.

Step 1: Passing of the Board Resolution

The board meeting is to be called for company name change. The board of directors will discuss the name change and approve the same. They will further authorize the CS or director of the company to ensure the complete verification of the new name availability with the MCA. they will further go for passing a special resolution by conducting an EGM ie. Extraordinary General Meeting.  

Step 2: Name Availability is further Verified

The authorized Director or CS must follow the following steps to ensure that the chosen name for the company is available and complies with the regulatory requirements. 

• Reservation availability and Check for Availability of New name: The authority representatives must request the approval and reservation of the new name by opting for the facility of RUN that is provided by MCA. This process is the same as is followed while going through the name approval procedure and getting the initial name incorporated.
• Approval form RoC: After the request for the name change is processed, the RoC will send the approval regarding the availability of a new name. This is not the final approval for the company name. It means that the new name is available.
• Adherence to Guidelines: The new name must not resemble the existing company name or the existing trademark and it must not include the words prohibited mentioned in the Companies Rules ie. Incropoartion Rules,2014. The conditions that are followed while going for the initial name during incorporation of the company are followed here also.

Step 3: Special resolution is Passed

After you are confirmed regarding the new name availability and its compliance checks, the company further needs to go for the formal company name change.

• Convening of EGM: The company makes a call for the EGM in which the shareholders will vote and discuss the company name change. The proper notice is to be provided for the meeting and the agenda must include the company name change.
• Proposing and passing of the Special Resolution: The Special Resolution is proposed and voted upon during the EGM. the special resolution must clearly state the intention of the company to change the name and require the necessary amendments that are required to be made in MOA and AOA to highlight the name change.
• Shareholders’ approval for the company name change: The Resolution requires for receiving from present shareholders the votes. The requirements may vary based on AOA and applicable laws regarding the passing of the special resolution.  
• Filing of the documents with RoC: After the passing of the special resolution, the company is to file with the RoC, the resolution along with the documents namely MOA, and AOA.
• Approval of Compay name change by RoC: After the verification of the document, the RoC will provide the approval for the company name change and the necessary amendments that are required in the governing document of the company.

Step 4: Applying for Comapy name Cange with RoC

The formal procedure that is to be followed for company name change requires approval from the RoC. We shall share with you the steps that are to be followed for the same.

Filing of MGT-14

After the special resolution is filed with RoC, within 30 days of passing such resolution, the from MGT-14 will also be passed and it must contain the details about the special resol;tuon. The documents that are to be submitted with form MGT-14 are as follows.

• Special resolution’s Certified copy
• EGM’s notice
• EGM’s explanatory statement
• Aleterd MOA and AOA

Filing of INC-24

After the filing of MGT-14 with RoC, the filing of INC-24 is required with RoC and the Central Government. This filing of INC-24 requires the following documents.

• EGM’s Notice
• Minutes of EGM are recorded in a certified copy where the special resolution was passed.
•  Altered MOA and AOA along with the new company name
• The copy of the resolution contains the voting of the members voting for and against the resolution.
• Approval order copy that is received from SEBI, IRDA RBI, etc(if available)
• Other attachments that may be optional

The other details that are provided with INC-24 are, the number of members who were present in the EGM, voters in favor and against the resolution, and the percentage of the shareholders is also included in INC-24.

Step 5: Issuance of the Incorporation Certificate For Company Name Change

If the RoC is satisfied with all the documents, they will issue a new certificate of incorporation that highlights the updated company name. This certificate officially states your company name change.

Documents Mandatory for Company Name Change

Here is the list of documents that are required for incurring the process of company name change. These documents are required along with the filing of MGT-14 and INC-24.

• Altered AOA and MOA
• Certificate of Incofroaration
• Registered address proof of the company
• Authorized Director’s Digital Signature 
• List of directors and shareholders of the company.

Conclusion

You may get assistance regarding the company name change with Prakasha & Co. The legal consultants at Prakasha & Co. will provide you the reliable solutions to your legal and complex environment. We are available for you for 24*7 hours. The complex legal environment will be simplified by us and interpreted by you. We are experts in providing technology-driven solutions and you will be satisfied with our cost and efficiency approach and end-to-end support.