Change Company Name

The process of change in name of a private limited company is as follows –

• Passing a board resolution – The first step in process of name change of a private limited company is passing a board resolution when all partners mutually agreed and arrive at a decision to pass a board resolution in the board meeting. In this meeting, board of directors discuss about changing the name of the company and approve the change in name after checking the availability with MCA. They authorize the director or the company secretary of the company to check the name availability.
• Checking availability with MCA – To check the name availability with MCA in the second step, authorized director or company secretary must fill Form INC – 1 to check the name availability with MCA as well as the approval. In response to your filed form, ROC sends you a letter stating that the proposed name is available. It is not the final approval but just the confirmation from ROC that proposed name is available. Make sure that the proposed name should not matches any existing company name and it does not include the word “state”.
• Passing special resolution – In the third step, after the name approval by MCA, an extra ordinary general meeting (EGM) is to be held and a special resolution is passed in the extra ordinary general meeting (EGM) for changing the company name as well as change in Memorandum of association (MOA) and articles of association (AOA).
• Applying to registrar – In the fourth step, a special resolution will be filed with ROC within 30 days of passing the resolution. In addition to it, Form MGT-14 will also be filed with the following documents given below –
  1. Certified copy of special resolution
  2. EGM notice
  3. EGM explanatory statement
  4. Altered MOA
  5. Altered AOA

  After filing MGT-14, company needs to file INC-24 with the registrar of companies (ROC) to take the approval from the central government for name change by paying a prescribed fee. SRN of INC-1 also needs to be mentioned in INC-24. In addition to INC-24, company needs to submit the copy of minutes of extraordinary general meeting too. You have to fill the following details in INC-24 –

  1. Reason of changing the name of the company
  2. Details about the members who attended the EGM.
  3. Number of members voting in favour or against the passed resolution
  4. Percentage of shareholders
• Certificate of incorporation – In the last step, ROC will verify all the company’s documents and if found satisfactory, they will issue a new certificate of incorporation to the company.

After getting the incorporation certificate from ROC, the name should be incorporated in all copies of MOA & AOA.