Overview

The name of the company is its identity during its life span, must first be well thought out and constructed in a way that can be sustainable with future growth in the company. The Companies Act fixes the naming process of the company by opting for any changes made thereafter.

The process of renaming as well as doing and not doing something while selecting is briefly detailed in this article.

Restricted company name restrictions

Rule 29 of the Companies Rules 2014 specifically prohibits the following companies from changing their names:

• A company that has defaulted to file annual returns on time
• The company that has failed to repay the matured deposit
• A company that has defaulted in paying off mature debentures
• The company has not paid or defaulted on paying interest on deposits or debentures

Guidelines

The Companies Act 2013 sets out the conditions relating to the naming of a company whether it is a private limited, OPC or public limited. Following are the conditions to be kept in mind while selecting the name for the company:

• MCA ensures the name applied doesn't resemble the name already registered as a company or trademark. Mere joining the separate words or using the plural version of the existing name doesn’t make it unique.
• MCA prohibits names that are too common, such as The Cotton Company Private Limited
• The name of the companies cannot begin with the name of the person, for example, Ankita Private Limited.
• The proposed name shall be undesirable if it violets the following conditions:

  • Violets Emblem & Name Act

  • Violates Trademark

  • Includes offensive or misleading words

  The name selected for the company will align with the objects of the company.

  If the company engages in the business of providing financial services such as chit funds, financing, leasing etc., then such activities will be indicated in its name.

  The name will not include words that indicate any constitution or any legal person such as LLP, Trust, HUF, etc.

  The last words of a Private Company shall end with Private Limited, One Person Company with OPC Private Limited, and the Public Company shall end with the word Limited.

• Central Government Approval:

  The company has to obtain Central Government approval for name change and change in MOA by filing Form INC- 24. A copy of the minutes of the EGM in which the special resolution was passed will be attached to this form.

• New Certificate of Incorporation:

  After the name change process is complete, ROC will issue the new COI with the revised name. The new name becomes effective after the new COI is issued.

Process of change name

Following is the step by step procedure prepared by the company to change its name:

• Conduct a board meeting:

  The name proposed by the directors of the company will be discussed. Directors are issued 7 days notice to hold a board meeting to pass the necessary resolution for approval of name change. The following resolutions are passed in a board meeting:

  • To authorize the Company Secretary or Director to apply ROC for confirming the availability of name selected.

  • To fix the date, time and venue to conduct EGM to approve the new name after it is approved and for the alteration of MOA The Company shall keep in mind that no two companies can be registered with the same name.

• Check the Name Availability:

  Company shall check the name for its availability through MCA. It can be checked whether the same name is registered as a trademark or as a company from the drop-down menu of "Public Search of Trademark" and "Check Company Name".

• Apply online for name approval:

  Once the name is checked and available similarly, it can be implemented through the new web service RUN. Two names can be applied through this form with a fixed fee of INR 1000. If the company is changing its name, the board will attach a resolution authorizing it as an attachment to this form. After thoroughly scrutinizing the application, the ROC either approves the name or puts it to resume. The name approved by the ROC remains valid for 20 days from such approval.

• Extra-ordinary conduct meeting:

  After the name is approved by the ROC, and the company receives a name approval letter, EGM will be called and convened to pass the special resolution required for the name change approval and amend the MOA. & AOA.

• Filing with ROC:

  Special resolution file with ROC as MGT-14 within 30 days of operation of EGM (Form is available on MCA official website and can be downloaded as zip file) Form with following documents Has been attached to.

  • CTC of Special Resolution passed

  • Notice of EGM along with an explanatory statement

  • Altered MOA

  • Altered AOA