Procedure For Private Limited Company Name Change

The name of a private limited company may have to be changed for a number of reasons including change of objective of the business, change of management, rebranding, etc., The name of a private limited company can be changed at anytime with the approval of the shareholders and . In this article, we look at the Procedure For Private Limited Company Name Change.

Private Limited Company Name Change

The name adopted by a private limited company during incorporation can be changed later. To change the name of a private limited company, the consent of the shareholders through a special resolution and MCA approval are required. The change of name of a private limited company has no impact on its legal entity or its existence as a corporate entity. The change of name of a company will not create a new company or new entity. Therefore, the change of company name shall NOT:

Affect any rights or obligations of the company
Render defective any legal proceedings by or against the company
Not affect any legal proceedings by or against the company and pending in the old name; they may continue in the old name.

Procedure For Private Limited Company Name Change

Step 1: Board Resolution

A Board meeting must be convened to pass a resolution for change of name of the company and to authorize a Director or Company Secretary to make an application to the MCA for ascertaining availability of 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 Articles of Association can also be passed.

Step 2: Check Company Name Availability

Once a resolution is passed ascertaining availability of proposed company name, the authorized person can make a name application to the MCA. The procedure for name application is similar to that of the name application procedure followed during incorporation of a private limited company. Therefore, the name must be as per the Companies Act 2013 Naming Guidelines.

Step 3: Pass Special Resolution for Company Name Change

Once a name is approved by the MCA, 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 Articles of Association.

Step 4: 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 filed with the Registrar of Companies. An application for company name change must be made in Form 1B along with the requisite fee.

Step 5: Issuance of New Certificate of Incorporation

If the Registrar of 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 complete and effective on issuance of new incorporation certificate by the Registrar of Companies.

Step 6: Make Changes to MOA and AOA

Subsequent to the issuance of the new incorporation certificate, steps must be taken to incorporate the new company name in all the copies of Memorandum of Association, 1 and Certificate of Incorporation issued by the Registrar.

Note: IndiaFilings can help you change the name of a Private Limited Company. Visit IndiaFilings.com for information about private limited company name change.

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Frequently Asked Questions

The procedure for changing the name of a private limited company involves getting approval from shareholders through a special resolution, checking the availability of the proposed new name with the Ministry of Corporate Affairs (MCA), filing an application with the Registrar of Companies (RoC) for approval, and obtaining a new Certificate of Incorporation from the RoC with the new name.

A private limited company may want to change its name for various reasons, such as a change in the objective of the business, a change in management, rebranding, or to better align the company name with its current operations or products/services.

No, changing the name of a private limited company does not affect its legal entity or existence as a corporate entity. It does not create a new company or new entity, and it does not affect the company's rights, obligations, or any legal proceedings against it.

The first step is for the company's Board of Directors to convene a meeting and pass a resolution for changing the company's name, authorizing a director or company secretary to apply to the MCA for ascertaining the availability of the proposed new name.

Yes, after obtaining approval for the proposed new name from the MCA, the company must convene an extraordinary general meeting and pass a special resolution for changing the company's name and amending the Memorandum of Association and Articles of Association accordingly.

The application for approval of the company name change must be filed with the Registrar of Companies in Form IB along with the requisite fee.

The change of name becomes effective and complete only after the Registrar of Companies issues a new Certificate of Incorporation with the new name.

Yes, after obtaining the new Certificate of Incorporation with the new name, the company must update all copies of its Memorandum of Association, Articles of Association, and the Certificate of Incorporation with the new company name.

Yes, a private limited company can change its name multiple times, provided it follows the prescribed procedure and obtains the necessary approvals from shareholders and the MCA for each name change.

Yes, companies can seek assistance from professional service providers like IndiaFilings.com for the process of changing the name of a private limited company.