Procedure of Changing the Private Limited Company Name

Procedure of Changing the Private Limited Company Name

A private company is the type of company that offers limited liabilities, or legal protection to its shareholders but that places certain restriction on its ownership. Which means shareholders cannot buy and sell their shares without offering them first to other shareholders for purchase. The private company takes the help of the private investors and doesn’t disclose any personal information to the general public.

A company being a legal entity must have a name of its own to establish its separate identity. The name of the company is symbol of its independent corporate existence. The name of the company may have to be changed for number of reasons including change of objective of the business, change in management, rebranding etc. The name of the company can be changed anytime. If you are reading this article, we know you are looking for the procedure of changing the name of the company. Changing the name of the company is very complicated process. But, if you follow our guide then it’s easy for you to change the name of the company. In this article, we are going to tell you procedure change of name of a private limited company.

Step 1: Board Resolution

A board meeting must be convened to pass a resolution for change of name of the company and to authorized the director or company secretary to make an application for MCA for ascertaining availability of the proposed name. At the same board meeting, a resolution to convene an extraordinary general meeting for changing the name of the company, and altering the memorandum of association and article of association can also be passed.

Step2: Check name availability:

In this step you are required to check name availability with the MCA and trademark for change name of a Private Limited Company. When the resolution is passed we have to check whether the proposed name available or not. The procedure for name application is similar to that name of the name application procedure followed during the incorporation of the Private Limited Company. You have to submit E-Form No 1 along with the fee subscribed Rs. 1000. The proposed name should be in consonance with the name guidance given in Rule-8 of the companies rule 2014, like it should not be identical with any existing company’s name and should not contain abusive word and not volatile with the trademark of other companies. Therefore, before selecting the name please read the guidelines of the Companies Act 2013.The Name approval will be granted by the Registrar of Companies.

Step3: Approval of new proposed name by the registrar of the company:

After registrar of name approve the company name, he will issue a name availability letter with respect to approval for the availability of name of the company. The name will be valid for 60 days from the date of the approval of the application for the new name was made.

Step4: Pass special resolution for company name change.

Once a name is approved by the Registrar of Companies, the company must conduct an extraordinary general meeting and pass a special resolution for change of company name, and consequential changes to the Memorandum of Association and Article of Association. The board has to issue a notice to all the shareholders, directors and auditors of the company in accordance with Section 101 companies Act 2013. The board mention the date, time and place for the extraordinary general meeting of the company. The  notice should be issued at least 21 days before the meeting. If 95% of the shareholders consent then EGM can be conducted on a shorter notice.

Step 5: Pass special resolution for company name change:

Following resolutions have to be passed in the meeting.

  • Delete any other object in the object clause of the MOA
  • Change name of the company and alteration of MOA and AOA of the company.
  • Liability cause of the MOA has to be amended.
  • If the name changed due to change in business activity or the object of the company then the main object in MOA is required to change.
  • NEW MOA and AOA has to be adopted which are in consistency with the companies Act 2013.

Step 6: Application for approval of company name change.

Once the special resolution for change of company name is passed, the special resolution and application for approval of company name change must be filled with the Registrar of the companies. An application for company name change must be made in FORM 1B along with request fee.

While filling the FORM 1B you need to attach  the following documents ;

  • Notice issued for EGM along with explanatory  statements.
  • Certified true copy of special resolution.
  • Altered MOA and AOA.
  • Consent letter to shareholders,  in case of EGM is convened on shorter time.

The company has to submit the INC-24 to obtain approval from the central government for the change of the company’s name within 30 days of the passing of the resolution. You have attaché following documents.

  • Notice issued for EGM along with explanatory  statements.
  • Certified true copy of special resolution.
  • Altered MOA and AOA.
  • Consent letter to shareholders,  in case of EGM is convened on shorter time.

Step 7: Issuance of New Certificate of Incorporation:

If the Registrar of the Companies is satisfied with the company name change application, the registrar would issue a new certificate of incorporation. It is important to note that the company name change is said to be completed and effective on issuance of new incorporation certificate by the Registrar of Companies.

Step8: Make changes of MOA and AOA

When new incorporation of certificated is issued the company should make the amendments to the MOA and AOA in order to incorporate the new name of the corporation.

Final Say:

I hope, now you know the procedure of company change. In the event, if you face any difficulty while changing the company’s name you can contact us anytime. At, Unilex Business Consultant we will help you regarding the company name.