As companies grow and change over time, so do their values and products. Sometimes, this change can serve as an indicator for a company that they should change their company name to something else that reflects the values of the company in a much better way. There is nothing wrong with changing the name of a company and in most cases, it can only help the company get a better reputation for themselves for a name they can be proud of.
Thus, it is to no one’s surprise that many business owners wish to change their company’s name in India. If you too are looking to change your company name in India but don’t know how to do so, then don’t worry because we have you covered.
In this detailed guide, we will be going through a step-by-step procedure to change your company’s name and then learn more about the checklist that you need to follow to change your business name in India. We strongly recommend that you follow the guide to the end so that you don’t miss out on crucial details.
Step-by-step Procedure to Change Company Name
1. Ensuring a mutual board resolution
In order to change company name in India, the first and foremost step you need to do is convene a board meeting with all the important individuals of the company. This includes any and all board members, important shareholders, executives and a director of the company. In order to change a company name in India, you need to pass a mutually agreed resolution for the company’s name change.
Convening a mutual board resolution like this is crucial for authorizing the director or secretary to make an application to the MCA for checking the availability of the new proposed company name. This same meeting can be used as a means to host a general meeting for changing the company name and altering the Memorandum of Association as well as the articles of association attached to the name.
2. Checking the availability of a name
Once you finalize the new company name, you need to figure out if it’s actually available for your business. In order to do this, you need to submit an authorized name application created by the director of the company to the MCA. Then the MCA checks if the name fulfills all the naming guidelines of the 2013 Companies Act. If you haven’t already, we strongly recommend going through these naming guidelines to ensure that the new company name you have in mind doesn’t break any of these guidelines.
If the name does indeed violate any of the guidelines, the MCA will directly reject the name application. In case it doesn’t, your application will be accepted and you will be free to complete ensuing procedures at your own disposal. Here, you will notice that the procedures for filing your name change application is extremely similar to the naming process during the incorporation of your company.
3. Completing a special resolution
Once the MCA approves your new company name, your company must host a GM and pass a dedicated resolution for the change of your company’s name and any consequential changes to the Memorandum of Association (MOA) and Articles of Association (AOA) that may occur during the process. This special resolution will help you set up the foundation of your company’s new memorandum and go through with all the necessary changes without any problem.
4. Filing application for approval
Once the special resolution is passed as well, you need to submit both the resolution and the approved application of company name change to the Registrar of Companies. The registrar of companies tracks all existing companies on their data and it is crucial to inform the registrar while modifying crucial company data such as your company name.
Simply submit the name change application in form 1B and pay the required amount of fee and your changes will be shortly processed and made permanent.
5. Issuing a new incorporation certificate
If the Registrar declares everything is alright with the application and authorizes it, they issue a new certificate of incorporation to the company that has their new name on it. This is the final step of the process and once you get your certificate, your new name becomes official to the entire world. You can promptly declare your new name to the public if you so wish and you won’t face any repercussions for doing so.
6. Making changes to MOA and AOA
Before your new incorporation certificate is issued, however, you need to take several crucial steps to incorporate your new company name in all the copies of the MOA and AOA that are issued by the Registrar. These changes are necessary to facilitate a seamless and complete name change process for your company.
Checklist to Change Business Name in India
1. Host a Board Meeting –
This board meeting is to create the idea of the company name change and alter the MOA and AOA as well as fix a specific date and time for a GM.
2. Apply to the Bombay Stock Exchange for Approval –
Apply to the BSE to get approval for your name change with several important documents as proof of your change. These documents include –
- the resolution from the special board meeting,
- a true copy of the resolution with written proof that the shareholders approve the name,
- a true copy of the confirmation of the new name by the MCA,
- a certificate from the CA stating compliance with all regulations and payment of all processing fees in addition to GST tax.
3. Host a GM –
Host a general meeting stating your company name change and the alteration of MOA and AOA.
4. Submit MGT-14 as soon as possible –
Submit the form with a copy of your BM resolution and an explanatory statement, EGM resolution CTC and the altered MOA and AOA.
5. Submit INC-24 as soon as possible –
Dedicated notice along with an explanatory statement, true copy of the board resolution, MOA and AOA that is already altered and approval of the general meeting.
6. New COI issued by ROC along with INC-25 –
Your new COI will be issued by the registrar with your INC-25 form.
7. In-principle approval by the Bombay Stock Exchange –
You should get your approval to the new company name from the Bombay Stock Exchange.
8. Apply to BSE for Final Approval –
- COI after the new company name change,
- Statement of reasons for the name change,
- Three specimen copies of share certificates with the new name,
- Copy of receipt payment of all the listing fees,
- Undertaking from the director or the secretary of the company that the old certificates would be disposed via good delivery as per proper guidelines,
- Undertaking that the company will affix the new logos bearing the new company name,
- Brief details about the business line of the company,
- Date of last name change or issuing of name,
- Undertaking from director or secretary that the at least a bare minimum of 50% total revenue of the company in the last 12 months has been under the company’s new name along with all the dedicated details.
This should be followed with the company’s last annual report, payment of all required fees that are completely non-refundable via NEFT or RTGS to the Bombay Stock Exchange for processing application in case the payment hasn’t been already done at the in-principle approval stage. The details should also include the turnover and annual income of the company from any activities and results from the last 3 years. Required details also require the company’s PAN no. and a true copy of the shareholders that approve the new company name.
9. Dedicated final approval from Bombay Stock Exchange –
Another dedicated approval declaring once and for all that your new company name is now public on the exchange.
10. Letting all regulatory authorities, as well as the public, know about the name change –
The more regulatory authorities know about your new company name, the more reputation you will get for your company.
