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Change in Name Clause

Change in Name Clause is often referred to as “Name Change Clause” which can be done by passing a special resolution in a board meeting. The resolution is processed and approved by the “Ministry of Corporate Affairs” under Section 13, of the Companies Act. We at Darshan Corporate take care of your business proceedings legally and guide you on every path to success. The name of the company is the business's identity throughout its lifespan. The naming process including any changes and alterations is regulated by the Companies Act.

Change in the name clause of the company involves some crucial guidelines which you must be aware of:

  • Whether your organization is a Private Limited, OPC, or Public Limited, the name clause of the company is prescribed under the Companies Act, 2013.
  • Ministry of Corporate Affairs restricts the name which is too common or general.
  • The Company’s name should not start with the name of an individual or person.
  • The name of the company must not include offensive or misleading words.
  • It should be aligned with your business’s objectives.

What is the procedure for a change in the name clause?

  • Conduct board meeting: A notice of 1 week is issued to the company's board of directors to conduct a board meeting. It is conducted to pass the necessary resolution for name change approval and registration. It should be discussed by all the board of directors of the company.
  • Check the name availability:Before selecting any name, check for its availability through MCA. It can be checked with the drop-down menu of “Public Search of Trademark” and “Check Company Name”.
  • Apply for name approval online: Once the suggested name's availability has been verified, it can be used by launching a new web service RUN. This form may be used to submit up to two recommended names for the charge of Rs. 1000. The board meeting resolution for approval, if the company is changing its name, may be attached as an attachment to this form. RoC either requests a resubmission of the application or authorizes the name after carefully reviewing it. The name that has been authorized by RoC is valid for roughly 20 days after the authorization.
  • Conduct EGM: Once the name has been approved by the RoC and the company has issued a letter of permission for the name, the Board of Directors will conduct an EGM to approve the name change and amend the Company's MOA and AOA..
  • RoC filing:Send the special resolution to the pertinent RoC in form MGT-14 (the form can be obtained as a zip file format and is available on the official website of MCA) within 30 days or one month of conducting the EGM, together with all required documents annexed with the form:

  • The Board members have authorized a CTC of Special Resolution.
  • Modified MOA
  • Modified AOA
  • Notice of Extra-Ordinary General Meeting together with an explanation report or statement.

Government approval: By filing the form INC-24 and alterations made in MOA, the company’s name will get approved by the Central Government. With the form, the minutes of the EGM in which the special resolution has passed should be attached.

New certificate of incorporation: After the completion of the change in name clause is done, RoC will grant the new certificate of incorporation with the new name mentioned on it.

A few organizations are not liable to change the company’s name:

  • A company that has defaulted to repay the matured deposits and debentures.
  • The company which is failed to file an annual return on time.
  • Found defaulted in paying interest and deposits on debentures.

You need to know before begin everything.

  • Alter the companies' existing rights.
  • Affect the ongoing legal procedures against the Company under the previous name.
  • Has an impact on the legal action the Company in the prior name started.

Since RoC clearance differs from state to state, a name change may take 15 to 20 days to complete.

The name will remain valid after RoC approval for 20 days, during which time a special resolution must be voted on and filed; otherwise, the approval letter will become null and invalid.