Name Change of a Company

Changing company names amounts to a significant modification because of the Memorandum of Association and Articles of Association requirements. A business may modify its name following Section 13 of the Companies Act 2013 by passing a special resolution in general meeting and gaining clearance from the Central Government. 

The procedure for altering the name of a private limited business is detailed in detail below: 

When partners agree, a board resolution is passed 

A board of directors meeting should be held to pass a resolution to alter the company's name. After that, the board of directors will consider and approve the name change and authorize a director or the company's chief financial officer to check name availability with MCA and hold an Extraordinary General Meeting for passing a special resolution. 

Checking name availability 

The authorized director or company secretary will submit a form INC-1 to MCA to confirm the availability of the name and approve it. This procedure is the same as when the term was first approved. A letter from RoC stating that the suggested name is available will be sent. Please note that this is only a confirmation from RoC that the requested name is accessible; it is not the final approval of the company name. 

The proposed name should not be confusingly similar to another company's name and should not contain the word ‘state.’ Other conditions present at the time of the first name approval also apply in this case. 

Passing Special Resolution 

The corporation should hold an extraordinary general meeting when MCA approves the name. A special resolution will be authorized to alter the name and change the Memorandum and Articles of Association. 

A special resolution will be lodged within 30 days of the resolution's passage with the RoC. It will also be accompanied by Form MGT-14, which contains information on special resolution. The following documents accompany MGT-14: 

• Special resolution certified copy 
• EGM notice  
• EGM explanation statement 
• Changed Articles of Association 
• Changed Memorandum of Association 

Under the filing of MGT-14, the company must file INC-24 with the RoC, along with the concerned fee, to obtain central government permission for a name change. 

Because INC-24 specifically requests the SRN of MGT-14 filed with RoC, it will be filed after MGT-14. INC-1's SRN must also be mentioned in INC-24. INC-24 must be provided with a copy of the minutes of the Extra-Ordinary General Meeting at which the special resolution was passed. 

INC-24 has: 

• Details on the grounds for the name change. 

• The number of members who were present at the EGM. 

• The number of members voting in favour/against the resolution. 

• The shareholding percentage. 

Issuing certificate of incorporation 

If the documents are satisfactory, the Registrar of Companies will issue a new certificate of incorporation. 

The process of changing a company's name isn't complete until the RoC issues a new certificate of formation. 

Incorporating the company name in the MoA and AoA 

One must insert the company name in all copies of MOA and AOA once the new certificate of incorporation is obtained from RoC. 

Approval of the name of a private limited company 

One of the most crucial and challenging aspects of starting a business is deciding on a name. As the company's name will be your principal calling card, it will appear at any location associated with it. As a result, it's critical to come up with a name that makes an excellent first impression, is engaging, and is easy to remember. In this article, we'll look at some of the rules set forth by India's Ministry of Corporate Affairs (MCA) for naming a private limited company. 

The name should be desirable 

No firm may be registered with an unfavourable name, according to the Companies Act of 2013. If a proposed name for a private limited company is identical to or closely resembles a name of a company that is already in existence or approved by the Registrar, a name of a limited liability partnership in the presence or approved by the Registrar, and resembles a registered trade-mark or trade-mark application, it is considered undesirable. Furthermore, names that violate the rules of the Emblems and Names Act and names that contain phrases, words or profanity that are generally unpleasant to any group of people are deemed undesirable and are not permitted. 

Similarity Test 

The following rules apply to determine if a name is similar or identical to another name: A pluralized term does not differentiate one name from another. As a result, one shall use the terms City Hospital Private Limited and City Hospitals Private Limited interchangeably. ii) Changing the type, case, or spacing between letters in the name will still result in a similar name. As a result, City Hospital Private Limited, CityHospital Private Limited, and City Hospital Private Limited will be similar. A name will not be unique if it uses different tenses or numbers of the same word. Excellence Industries and Excellent Industries, for example, will be deemed synonymous. Three River Hospital and Three River Hospital will be considered similar as well. Additionally, alternative phonetic spellings or combinations of the same word will not distinguish it from an existing name. As a result, if J.K Industries already exists, J & K Industries and J n K Industries will be prohibited. Similarly, adding adjectives like New, Modern, Nav, Shri, Shree, Om, Jai, Sai, The, and others to an existing name would not make it unique. 

Names that need to be approved by a third party 

Suppose the proposed name contains words like ‘insurance,’ ‘bank,’ ‘stock exchange,’ ‘venture capital,’ ‘asset management,’ ‘mutual fund,’ and so on. In that case, the name may be approved with a declaration from the applicant that the applicant has completed all the requirements set by the respective regulators such as IRDA, RBI, SEMA, etc. Additionally, if the proposed name contains any word or expression that gives the impression that the company is in any way connected with, or has the patronage of, the Central or any State Government, or any local corporation, authority, or body constituted by the Central or any State Government under any law, the Central Government's prior approval is required. 

For specific names, a minimum permitted capital is required 

Suppose specific keywords are used in the name. In that case, the firm must have a specified amount of authorized capital, as follows: A minimum authorized money of Rs.5 lakhs is necessary to use the words Hindustan, India, or Bharat in any part of the company's name. A minimum capital of Rs.10 lakhs is required to use the words Enterprises, Products, Business, or Manufacturing in any part of the company's name. A minimum capital of Rs.50 lakhs is necessary to use Hindustan, India, or Bharat as the first word of the company name. If the first word of the name is Hindustan, India, or Bharat, then a minimum authorized capital of Rs Fifty lakhs is required. A minimum capital of Rs. 1 crore is necessary to use the terms Industries / Udhyog in any part of the name or use the terms International, Globe, Universal, Continental, Inter-Continental, Asiatic, Asia as the first word of the name. A minimum authorized capital of Rs. Five crores are necessary to use the word corporation in the company's name.