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(2021) PL (CSP) March 86

Compliance Checklist for Change of Name of a Company

COMPLIANCE CHECKLIST FOR CHANGE OF NAME OF A COMPANY

by
Gaurav N. Pingle†
Memorandum of Association is charter document of a company, a
proof of the company’s identity. It defines the very purpose of a
company’s existence. Every company whether for business or charitable
purposes has to be incorporated with memorandum of association.
Every member to the memorandum is assumed to have read the
contents of the memorandum. A company cannot assume any business
outside the purview of its memorandum. The memorandum contains
the clause relating to the name of the company, registered office,
objects, liability, capital and subscription.

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In the lifetime of a company, it may so happen that there is a need

to change the name of the company. Change of name of the company
would be required due to change in business activity or operations of
the company, change association with the holding company, change in
name of the holding company (in India or abroad), etc. Under the
Companies Act, 2013 (the Act), there is a specific procedure for
changing the name of the company. This article provides a
comprehensive compliance checklist for the procedure for change of
name of the company (not by conversion of public company into private
company or vice versa).
In Pioneer Protective Glass Fibre (P) Ltd. v. Fibre Glass Pilkington
Ltd.1 , it was held that on a change of its name of a company, it does
not stand dissolved nor any new company comes into existence. It
follows that after change of its name, if any legal proceeding is
commenced or instituted by a company in its old name, it would be a
case of mere misdescription and not a case of initiation of a proceeding
by a person not in existence.
In Wasava Tyres v. Printers (Mysore) Ltd.2 , it was held that the
consequences of plaintiff company becoming a public limited company
was of no consequence insofar as the rights and obligations of the
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company were concerned, nor did it render defective any legal

proceedings by or against it, by virtue of the provisions of Section 23
(3) of the Companies Act, 1956.
1. Applicable provisions with respect to the name of company.—
According to Section 4 of the Act, the name of the company
should be, with the last word “limited” in the case of a public
limited company, or the last words “private limited” in the case of
a private limited company. However, the said provisions are not
applicable to a company registered under Section 8 of the Act. 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.
2. Applicable provisions w.r.t. change of name of company.—Any
change in the name of a company shall be subject to the
provisions of sub-sections (2) and (3) of Section 4 of the Act and
shall not have effect except with the approval of the Central
Government (powers delegated to Registrar of Companies) in
writing. However, no such approval shall be necessary where the
only change in the name of the company is the deletion
therefrom, or addition thereto, of the word “private”, consequent
on the conversion of any one class of companies to another class
in accordance with the provisions of this Act.
3. Application for name availability.—A person may make an
application, in such form and manner and accompanied by such
fee, as may be prescribed, to the Registrar for the reservation of a
name set out in the application as—(a) the name of the proposed
company; or (b) the name to which the company proposes to
change its name. Upon receipt of the said name application, the
Registrar may, on the basis of information and documents
furnished along with the application, reserve the name for a
period of 20 days from the date of approval or such other period
as may be prescribed. In case of an application for reservation of
name or for change of its name by an existing company,

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the Registrar may reserve the name for a period of 60 days from the
date of approval.

According to Rule 9 of the Companies (Incorporation) Rules, 2014,

an application for reservation of name shall be made through the
web service available at <www.mca.gov.in> by using web service
SPICe+ (Simplified pro forma for incorporating company
electronically plus : INC-32), and for change of name by using
web service RUN (Reserve Unique Name) along with fee as
provided in the Companies (Registration Offices and Fees) Rules,
2014, which may either be approved or rejected, as the case may
be, by the Registrar, Central Registration Centre after allowing
resubmission of such web form within 15 days for rectification of
the defects, if any.
4. Board approval.—The agenda for change of name of the company
shall be first approved or transacted by the Board of Directors of
the company. A Board meeting shall be duly convened in
accordance with the provisions of Section 173 of the Act after
giving proper notice, ensuring presence of quorum and passing of
the resolution with requisite majority. According to Rule 29 of the
Companies (Incorporation) Rules, 2014, the change of name shall
not be allowed to a company which has not filed annual returns or
financial statements due for filing with the Registrar or which has
failed to pay or repay matured deposits or debentures or interest
thereon. However, the change of name shall be allowed upon
filing necessary documents or payment or repayment of matured
deposits or debentures or interest thereon as the case may be.
Along with the application, the Board may submit the said
declaration to that effect.
5. Application for name reservation.—After confirming the above
conditions and passing a Board resolution to the effect, the Board
of Directors shall make an application through the reserve unique
name (RUN) facility provided by the Ministry of Corporate Affairs
on its portal. Depending upon the reasons for change of name of
the company, the company shall submit an application for change
of name, resolution passed by Board of Directors for change of
name, declaration w.r.t. compliance of Rule 29 of the Companies
(Incorporation) Rules, 2014, details of change of name of holding
company (if applicable), revised certificate of incorporation of
holding company (if applicable), resolution of joint venture
company (if applicable), NOC/resolution of person own the trade
mark of the new name, note for change of name of the company
(e.g. change in regulations under SEBI/ IRDA), etc.
6. Some important pointers for making name application.—(a) the
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name stated in memorandum shall not be identical with or

resemble

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too nearly to the name of an existing company registered under this Act
or any previous company law; (b) the chosen name shall not constitute
an offence under any law for the time-being in force; (c) the name is
not undesirable in the opinion of the Central Government (powers
delegated to Registrar of Companies); (d) the name should not contain
any words or expressions which give an impression that the company is
connected with or receives patronage from 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; (e) the name should not be
prohibited under the Emblems and Names (Prevention of Improper
Use) Act, 1950; (f) the name should not include a registered trade
mark in its name, unless the owner of the trade mark has consented to
usage of the same; (g) the name should not be identical to the name of
LLP; and (h) the Board of Directors shall ensure compliance of Rules 8,
8-A, 8-B of the Companies (Incorporation) Rules, 2014.

7. Name approval from Central Government.—An application for

change of its name by an existing company, the Registrar may
reserve the name for a period of 60 days from the date of
approval. In this period, the company shall obtain the approval of
the shareholders. In closely held private companies or public
companies, the shareholders’ meeting can be called by passing a
circular resolution or in other cases, a Board meeting may be
called and convened. The name approval letter shall be placed
before the Board and the shareholders’ meeting shall be called in
accordance with the provisions of the Act and articles of
association of the company.
8. Shareholder Approval.—Any alteration in the memorandum of
association requires the approval of the shareholders by way of a
special resolution. Such approval may be sought either at an
extraordinary general meeting or an annual general meeting. The
said special resolution shall be filed through e-form MGT-14 within
30 days of passing of the resolution with the Registrar of
Companies. The attachments to e-form MGT-14 shall be : (i)
notice and explanatory statement of the shareholders’ meeting;
(ii) shorter notice consent of shareholders, if applicable; (iii) an
application, highlighting the reasons for change of name; (iv)
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name approval letter received from the MCA; (v) declaration by

chairman, where the shareholder meeting was held through video
conferencing and other audio visual means (if applicable); and
(vi) copy of memorandum of association.
9. Application to Central Government.—After filing e-form MGT-14
with the MCA, the company shall then file e-form INC-24 with the
MCA. The said e-form relates to “application for approval of
Central Government for change of name”. The attachments to e-
form MGT-14 shall be : (i) notice and explanatory statement of
the shareholders’ meeting; (ii) shorter notice consent of
shareholders, if applicable; (iii) name approval letter received
from MCA; (iv) certified true copy of minutes of the general
meeting of the members where the special resolution was passed
for change of name of the company; (v) declaration with respect
to the compliance of Rule 29 of the Companies (Incorporation)
Rules, 2014; and (vi) copy of any approval order obtained from
the authorities concerned (such as RBI, IRDA, SEBI, etc.) or the
Department concerned.
10. Registration of the new name of the company.—After perusal of
the e-forms and attachments, the Registrar of Companies shall
register the new name of the company and will issue a fresh
certificate of incorporation in form INC-25 for the company. The
change in the name of the company shall be complete and
effective only on the issue of such a certificate.
11. Compliances post change of name.—After the name change
procedure is complete i.e. after receiving the certificate of
incorporation with the new name, following compliances shall be
conducted; (i) each and every copy of the memorandum of
association should reflect the change of name as approved by the
Registrar of Companies; (ii) the company should print its new
name along with the old name on all letterheads, bills, documents
and records; (iii) new name along with old name needs to be
displayed outside the registered office; (iv) all relevant bank
accounts, licences from different authorities need to be updated
with the new name; and (v) in case of a listed company, the old
name and the new name should be displayed for a continuous
period of 1 year from the date of name change on its website.
Gaurav N. Pingle, Practising Company Secretary, Pune. He can be
reached at [email protected].
———
† Practising Company Secretary, Pune

1
1984 SCC OnLine Cal 171 http://www.scconline.com/DocumentLink/A4Zs4sy3.
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2 2006 SCC OnLine Kar 679 http://www.scconline.com/DocumentLink/Q75He55S.

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