Compliances

A company being a legal entity must have a name of its own to establish its Separate identity. The name of the company is a symbol of its independent corporate existence. The first clause in the Memorandum of Association of the company states the name by which a company is known. The company may adopt any suitable name provided it is not undesirable.

Change in Name clause of the Company involves alteration of Memorandum of Association (hereinafter referred to as “Memorandum”) of the Company. Section 13 of Companies Act 2013 regulates the process of amendment in Memorandum of Association is applicable to all companies. All clauses of Memorandum except Capital clause can be altered by following the provisions of Section 13 of Companies Act, 2013 by passing special resolution.

Section 13 of the Companies Act, 2013 deal with change of name which says that the name of the company can be changed by a special resolution and with the approval of the Central Government. Approval of Central Government is not required if the change relates to the addition/deletion of the words “private” to the name.

Alteration of Name shall not allow to following Companies:

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

Reasons to Company Name Change:

1. Separate Legal Entity

   Private Limited Company is a legal entity and a juristic person established under the Companies Act. Hence, a company has a range of legal capacities and the members (Shareholders/Directors) of a company have no personal liability to the creditors of a company for company's debts.

2. Uninterrupted Existence

   Private Limited Company has 'perpetual succession', meaning uninterrupted existence until it is legally dissolved. A company being a separate legal person, is unaffected by the death or other departure of any member and continues to be in existence irrespective of the changes in ownership.

3. Borrowing Capacity

   Private Limited Companies can raise equity funds in India. Companies can also issue equity shares, preference shares, debentures and accept deposits with RBI permission. Banks and Financial Institutions prefer to provide funding to a company rather than partnership firms or proprietary concerns.

4. Easy Transferability

   Ownership of a business can be easily transferred in a company by transferring shares. The signing, filing and transfer of share transfer of share transfer form and share certificates is sufficient toi transfer ownership of a company. IN a private limited company, the consent of other shareholders maybe required to effect share transfers

5. Owning Property

   Private Limited Company being an artificial person, can acquire, own, enjoy and alienate, property in its name. The property owned by a company could be machinery, building, intangible assets, land, residential property, factory, etc., No shareholder can make a claim upon the property of the company - as long as the company is a going concern.

Procedure for change of name of company:

1. Hold Board Meeting
   • Pass resolution for change of name and authorize director to apply for name
   • Pass 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.
2. Check Company Name Availablity
   • The procedure for name application is similar to that of the name application procedure followed during incorporation of a private limited company.
3. Conduct Extra-Ordinary General Meeting
   • After approval of name from MCA pass a special resolution for change of company name, and consequential changes to the Memorandum of Association and Articles of Association
4. Application for approval of Company Name Change
5. Issuance of New Certificate of incorporation
6. Make changes to MOA and AOA

The name of a company can be changed by the promoters at anytime after incorporation. Some of the major reasons for change of company name are business model change, change of promoters, rebranding, etc. To change the name of a company, shareholders approval is required along with approval from the Ministry of Corporate Affairs. The change of name of a company however has no impact on the legal entity or its existence. Hence, all assets and liabilities of the entity would continue, while only the name of the company would have been changed.

Documents required

1. New Address Proof
2. Board Resolution
3. NOC for Shifting of Registered Office and
4. Declaration for Shifting of Registered Office.