A Company for having separate legal identity shall have its own unique name. This symbolizes its independent corporate existence. The first clause in the Memorandum of Association of the company states the name by which a company is registered.
Section 4 of the Companies Act, 2013 provides that company must not be registered by name which:
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- Is identical or resemble too nearly to the name of an existing company registered under this Act or any previous company law, or:
- will constitute any offence under any law for the time being in force, or
- is undesirable as per law.
- any word or expression which give impression that the company is in any way connected with, the Central Government, any State Government, or any local authority, or any corporation constituted by the Central Government or any State Government under any law for the time being in force.
Section 13 of the Companies Act, 2013 deal with name change which provides that name of the company can be changed by passing Special Resolution and with the prior approval of the Central Government. However no such Central Government approval is require in case of addition/deletion of the words “private” to its existing name.
Procedure for Private Limited Company Name Change:
STEP – I: Convene Board Meeting of Directors:
The meeting of Directors shall be convene after giving notice of meeting as per Companies Act, 2013 and pass Board Resolution for change of name of Company and alteration of Memorandum of Association and Articles of Association. Director or Company Secretary should be authorize by resolution to make application to MCA for reserving proposed name.
STEP-II- File RUN application
The authorized person shall file RUN application for reserving new name. New name shall not be undesirable and similar to the name of any existing company.
STEP-III: Convey Shareholder Meeting:
After approval of new name, company need to conduct shareholder meeting and pass Special Resolution for change of company name and consequential changes to the Memorandum of Association and Articles of Association.
Step IV: Filing Application for approval of Company Name Change
Once name change is approved by the shareholder by passing Special Rsolution. An application for name change of company along with passed Special Resolution shall be file to ROC in prescribed e-form.
Step V: Issuance of New Certificate of Incorporation
If the Registrar of Companies (ROC) is satisfied with the name change application, then new certificate of incorporation would be issue. It is to be noted that the company name change is said to be complete only after issuance of new incorporation certificate by the Registrar of Companies.
Alteration of Name shall not be allowed to following Companies:
Companies (Incorporation) Rules, 2014 prohibits the following companies to change its name:
- Which has not filed its due annual returns or financial statements with the Registrar of Companies (ROC) or
- Which has failed to pay principal amount of matured deposits or debentures or interest thereon.
What are the impacts of name change on the Company?
Name change does not have any impact on the legal identity of the Company. It does not create a new entity. The changed name does not
- Affect the existing rights of Companies
- Affects the legal proceedings against the Company pending in the old name
- Affects the legal proceeding initiated by the Company in the old name.
After obtaining name approval up to what time period name is available to use?
As per Companies Amendment Act, 2017 in case of Change of existing name. Name approval letter shall be reserved for 60 days from the date of approval.
What can be the reasons in general for a name change?
The Company usually undergoes changing its name for following general reasons:
- If the Company is changing its business activity.
- Conversion of Private Limited Company into Public Limited Company or vice-versa
- In cases the government orders to do so.