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Things you must know before applying for a change in Company’s name

Provisions under Companies Act, 2013

  • A company can alter its name only after passing a special resolution and obtaining written consent from Central Government.
  • When the company’s name is altered u/s 13(2), the Registrar shall enter the new name in the register of companies in place of the old name and issue a fresh certificate of incorporation with the new name
  • The change in the name shall be effective only on the issue of the fresh certificate of incorporation.
  • The name stated in the memorandum shall not be identical with or resemble too nearly to the name of an existing company registered under this Act or any previous company law
  • A company shall not be registered with a name which contains-

(a) any word or expression which is likely to give the impression that the company is in any way connected with, or having the patronage of, the Central Government, any State Government, or any local authority, corporation or body constituted by the Central Government or any State Government under any law for the time being in force; or

(b) such word or expression, as may be prescribed, unless the previous approval of the Central Government has been obtained for the use of any such word or expression.

Reasons for Change in the name of Company

  • The Company may, on its own, decide to change the name of the company to reflect the new or additional business objects or for other branding reasons.
  • The company can also apply change in name to avoid a potential IPR Conflict
  • The ROC can also make an order directing the change in the name of company subsequent to a complaint filed by any other company claiming priority of use of name or Trademark

When is a company not allowed to change its name?

The Section 13 (2) of the Companies Act, 2013, read with Rule 29(2) of the Companies (Incorporation) Rules, 2014, does not permit name change if the company has not filed ROC Annual Return, Financial Statement or any other documents to ROC on time.

Board Resolution Format

CERTIFIED TRUE COPY OF BOARD RESOLUTION PASSED AT THE …(NO OF MEETING) MEETING OF BOARD OF DIRECTORS OF THE COMPANY (NAM EOF THE COMPANY) HELD ON ……..DAY OF…………..20…… AT REGISTERED OFFICE OF THE COMPANY AT …….AM/PM CONCLUDED AT …AM/PM

RESOLUTION FOR APPLICATION FOR RESERVATION OF NAME FOR CHANGING THE NAME OF THE COMPANY

“RESOLVED THAT pursuant to Section 4(4), section 13 read with rule 29 of companies (incorporation) rules, 2014 and other applicable provisions of the Companies Act, 2013, (including any statutory modifications or re-enactment thereof, for the time being in force) subject to the approval of Registrar of Companies, and subject to the consent of shareholders in the general meeting , the consent of the Board be and is hereby accorded, to change the name of company from “…………………” to “………………………….”

RESOLVED FURTHER THAT Board of directors of the company be and is hereby authorize to apply Central Registration Center (CRC) for ascertaining the availability of the proposed name mentioned aforesaid and to prepare, file and submit the necessary e-forms, applications, declarations, undertaking and other documents for change of name, suggest any alternate names , if the above mentioned name is not made available by CRC and also authorized to obtain necessary approvals, permissions from the CRC , MCA and other concerned authorities in this regard.”

Process to be followed for changing the company’s name

Checking proposed name availability

After satisfying the above criteria, the authorized director or company secretary shall make an application through the reserve unique name (RUN) facility provided on the Ministry of Corporate Affairs (MCA) portal. Name application shall be submitted on the MCA portal along with the following attachments-

  • A copy of the Board Resolution
  • NOC from the Trademark Owner (if applicable)
  • Revised certificate of incorporation of holding company (if applicable)
  • Details of the change of name of holding company (if applicable)
  • Resolution of joint venture company (if applicable)

Note, the proposed name should be as per naming guidelines under the Companies Act, 2013. 

Compliances post change of name

Altering the name of the company does not affect the rights and obligations attached to it. Consequent to the alteration of the company’s name i.e. after receiving the certificate of incorporation with the new name, the company needs to update the new name in the following documents and registrations-

  • Company letterheads, bills and records
  • Common Seal of Company
  • Official seal of directors and authorised signatories
  • All relevant bank accounts
  • Display board outside the registered office
  • Licenses from different authorities
  • Website and Social Media Accounts
  • Disclosure shall also be given in the Board Report


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CA Rupali Gupta

CA Rupali Gupta