Company Name Change

 

The name of a private limited company may have to be changed for a number of reasons including change of objective of the business, change of management, rebranding, etc., The name of a private limited company can be changed at anytime with the approval of the shareholders and Ministry of Corporate Affairs (MCA).

 

Private Limited Company Name Change

The name adopted by a private limited company during incorporation can be changed later. To change the name of a private limited company, the consent of the shareholders through a special resolution and MCA approval are required. The change of name of a private limited company has no impact on its legal entity or its existence as a corporate entity. The change of name of a company will not create a new company or new entity. Therefore, the change of company name shall NOT:

• • Affect any rights or obligations of the company
  • Render defective any legal proceedings by or against the company
  • Not affect any legal proceedings by or against the company and pending in the old name; they may continue in the old name.

 

Procedure for Private Limited Company Name Change

 

Procedure to Change/Alter name of company under companies act, 2013

 

Step 1: Board Resolution

A Board meeting must be convened to pass a resolution for change of name of the company and to authorize a Director or Company Secretary to make an application to the MCA for ascertaining availability of proposed name. At the same Board meeting, a resolution to convene an extraordinary general meeting for changing the name of the company, and altering the Memorandum of Association and Articles of Association can also be passed.

 

Step 2: Check Company Name Availability

 

Once a resolution is passed ascertaining availability of proposed company name, the authorized person can make a name application to the MCA. The procedure for name application is similar to that of the name application procedure followed during incorporation of a private limited company. Therefore, the name must be as per the Companies Act 2013 Naming Guidelines.

 

Step 3: Pass Special Resolution for Company Name Change

 

Once a name is approved by the MCA, the Company must conduct an extraordinary general meeting and pass a special resolution for change of company name, and consequential changes to the Memorandum of Association and Articles of Association.

 

Step 4: Application for approval of Company Name Change

 

Once the special resolution for change of company name is passed, the special resolution and application for approval of company name change must be filed with the Registrar of Companies. An application for company name change must be made in Form 1B along with the requisite fee.

 

Step 5: Issuance of New Certificate of Incorporation

 

If the Registrar of Companies is satisfied with the company name change application, the Registrar would issue a new certificate of incorporation. It is important to note that the company name change is said to be complete and effective on issuance of new incorporation certificate by the Registrar of Companies.

 

Step 6: Make Changes to MOA and AOA

 

Subsequent to the issuance of the new incorporation certificate, steps must be taken to incorporate the new company name in all the copies of Memorandum of Association, Articles of Association and Certificate of Incorporation issued by the Registrar.

 

Private Limited Company Name Approval

 

Choosing a right name for the business is one of the first most important and hardest part for a startup. As the name of the business will be your primary calling card and will show up in every place associated with the business. Therefore, it is important to come up with a name that creates a positive first impression, intriguing and clear. In this article we look at some of the regulations laid down by the Ministry of Corporate Affairs(MCA) for naming of a Private Limited Company in India.

 

Name should be desirable

 

As per the Companies Act, 2013, no company is to be registered with an undesirable name. A proposed name for a private limited company is considered to be undesirable if it is identical with or closely resembling with a name of a company in existence or approved by the Registrar, name of a LLP in existence or approved by the Registrar and/or resembles a registered trade-mark or trade-mark application. Further, names that are in violation of the provisions of Emblems and Names and/or names that contain profanity or words or phrases that are generally offensive to any section of people are also deemed undesirable and not allowed.

 

Test for Similarity

 

In determining if a name is similar or identical to another name, the following rules shall apply: i) Plural version of a word does not distinguish one name from another. Therefore, City Hospital Private Limited and City Hospitals Private Limited will be considered similar. ii) Changing type / case / spacing between letters appearing in the name will still make the name similar. Therefore, City Hospital Private Limited and CityHospital Private Limited or City hospital Private Limited will be considered similar. Use of different tense or number of the same word will also not make a name unique. For instance, Excellence Industries and Excellent Industries will be considered similar. Similarly, Three River Hospital and 3 River Hospital will also be considered similar. Further, different phonetic spellings or different combination of the same word will not make it distinguishable from an existing name. Hence, if J.K Industries is existing, J & K Industries and J n K Industries will also not be allowed. Likewise, inclusion of words such as New, Modern, Nav, Shri, Shree, Om, Jai, Sai, The, etc., in front of an existing name will not make the name unique.

 

Names that require approval from other authorities

 

If the proposed name includes words such as ‘insurance, ‘bank’, ‘stock exchange’, ‘venture capital’, ‘asset management’, ‘mutual fund’, etc., the name may be allowed with a declaration by the applicant that the requirements mandated by the respective regulator such as IRDA, RBI, SEMA, etc., has been complied with by the applicant. Also, if the proposed name contains any word or expression which is likely to give the impression that the company is in any way connected with, or having the patronage of, the Central Government, any State Government, or any local authority, corporation or body constituted by the Central or any State Government under any law then the previous approval of Central Government has to been obtained.

 

Requirement of minimum authorized capital for certain names

 

Inclusion of certain keywords in the name will require the company to have a certain minimum authorized capital as under: For using the word Hindustan, India, Bharat in any part of the name of the company, a minimum authorized capital of Rs.5 lakhs is required. For using the words Enterprises, Products, Business, Manufacturing in any part of the name of the company, a minimum authorized capital of Rs.10 lakhs is required. For using the words Hindustan, India, Bharat as the first word of the company name a minimum authorized capital of Rs.50 lakhs is required. If the words International, Global, Universal, Continental, Inter-Continental, Asiatic, Asia is used within the name of the company, a minimum authorized capital of Rs. 50 lakhs is required. If the words Hindustan, India Bharat is being used as the first word of the name then a minimum authorized capital of Rs. 50 lakhs is required. For using the words Industries / Udhyog in any part of the name or for using the words International, Globe, Universal, Continental, Inter-Continental, Asiatic, Asia as the first word of the name, a minimum authorized capital of Rs. 1 crore is required. For using the word Corporation in the name of the company, a minimum authorized capital of Rs. 5 crores is required.