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Change Co. Name


Choosing the Right Company Name: Your Brand’s Identity


Your company’s name is not just a label; it’s your identity. Therefore, selecting a name that will stand the test of time and align with your company’s future growth is crucial. The process of naming your company is regulated by the Companies Act, which governs everything from the initial selection to any subsequent changes.


In this article, we’ll walk you through some dos and don’ts when it comes to selecting the perfect name for your company, as well as the procedures for making name changes when necessary.



Compliance Rules for Naming Your Company under the Companies Act


The Companies Act of 2013 lays down specific rules for naming your company, whether it’s a Private Limited, One Person Company (OPC), or Public Limited entity. Here are the guidelines to consider when selecting your company’s name:


  1. **Uniqueness is Key**: The Ministry of Corporate Affairs (MCA) ensures that your chosen name is distinct and doesn’t resemble any other registered company or trademark. Mere combinations of words or the use of plural forms won’t suffice to make it unique.


  1. **Avoid Generic Names**: Your company’s name should not be overly general, like “Silver Company Private Limited.”


  1. **Personal Names**: The name cannot start with a person’s name, for example, “Manoj Private Limited.”


  1. **Adherence to Legal Norms**: The proposed name should not violate certain conditions:

– It must not infringe on the Emblems and Names (Prevention of Improper Use) Act.

– It must not breach any existing trademark.

– It must not include offensive or misleading words.


  1. **Alignment with Business Activities**: Your chosen name should reflect the nature of your company’s activities. For instance, if your company offers financial services like chit funds, financing, or leasing, this should be evident in the name.


  1. **Avoid Constitutional Terms**: Your company’s name should not contain terms that indicate a particular legal structure or entity, such as LLP, Trust, or HUF.


  1. **Use of “Limited” or “Private Limited”**: The name of your company should conclude as follows:

– Private Companies should end with “Private Limited.”

– One Person Companies should end with “OPC Private Limited.”

– Public Companies should end with “Limited.”


Following these guidelines ensures that your chosen name complies with the Companies Act and helps you avoid any legal complications.



**How to Change Your Company’s Name**


Changing the name of your company involves a systematic process that needs to be followed. Here are the step-by-step instructions for a company looking to change its name:


**1. Conduct a Board Meeting:**


The company’s directors need to discuss the proposed name change. A notice with a 7-day lead time is issued to convene a board meeting. During this meeting, several resolutions are passed:


– Authorization for the Company Secretary or Director to apply to the Registrar of Companies (ROC) to confirm the chosen name’s availability.

– Fixing the date, time, and venue for an Extraordinary General Meeting (EGM) to approve the new name after ROC approval and to amend the Memorandum of Association (MOA).


It’s important to ensure that the selected name isn’t already registered by another company, as no two companies can share the same name.


**2. Check Name Availability:**


The company must verify name availability through the Ministry of Corporate Affairs (MCA). This can be done by checking if the name is registered as a trademark or a company name using the “Public Search of Trademark” and “Check Company Name” options.


**3. Apply Online for Name Approval:**


Once the name is confirmed to be available, it can be applied for using the new web service called RUN. This form allows for the application of up to two names for a fee of INR 1000. If the name change involves the company’s name, a board resolution authorizing the change should be attached to the form. The ROC will then review the application and either approve the name or request resubmission. The approved name remains valid for 20 days.


**4. Conduct an Extraordinary General Meeting (EGM):**


After ROC approval and receiving the name approval letter, the company must convene an EGM to pass a Special Resolution for name change and amend the MOA and AOA.


**5. File with the ROC:**


Within 30 days of the EGM, file the Special Resolution with the ROC using form MGT-14. Attach the following documents to the form:


– Certified True Copy (CTC) of the Special Resolution.

– Notice of EGM along with an explanatory statement.

– Amended MOA.

– Amended AOA.


**6. Approval from Central Government:**


To complete the name change and MOA alteration, the company needs approval from the Central Government. This is done by filing form INC-24, including a copy of the EGM minutes with the Special Resolution.


**7. New Certificate of Incorporation (COI):**


Once the name change process is finalized, the ROC will issue a new Certificate of Incorporation (COI) with the updated name. The new name officially takes effect upon the issuance of the new COI.



**”When You Can’t Change Your Company’s Name**


Rule 29 of the 2014 Companies Rules lays down some clear guidelines on when a company cannot change its name. These restrictions apply to:


  1. Companies that haven’t submitted their annual return on time.
  2. Companies that have failed to repay deposits when they mature.
  3. Companies that have missed payments on matured debentures.
  4. Companies that haven’t paid or have defaulted on interest for deposits or debentures.”


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