Legal Process for Changing the Company Name in India
- Board Resolution: The board of directors must pass a resolution to approve the name change. The resolution will authorize the company to apply for a name change with the Ministry of Corporate Affairs (MCA).
- Name Availability: Before passing the resolution, the company must ensure that the desired name is available and complies with the guidelines set by the MCA. The name should not be identical to any existing company, trademark, or violate naming conventions.
- Filing with MCA: The company needs to apply through the MCA’s online portal (MCA21) for a name reservation by filing Form INC-1. This form should include multiple options for the proposed name. The MCA will approve one of the names after checking its availability.
- Special Resolution: Once the name is reserved, the company must pass a special resolution at an Extraordinary General Meeting (EGM) of the shareholders. A special resolution requires the approval of a majority of at least 75% of the shareholders present at the meeting.
- Filing with RoC: After passing the special resolution, the company must file Form MGT-14 with the Registrar of Companies (RoC) to inform them of the name change.
- Certificate of Incorporation: After the RoC processes the documents and approves the name change, the company will receive a new Certificate of Incorporation reflecting the new name.
- Update Statutory Documents: Post-approval, the company must update all statutory documents like the Memorandum of Association (MoA), Articles of Association (AoA), GST registration, tax records, licenses, and other legal documents to reflect the new name.
Example of a Change in Name Clause for Indian Companies:
A Change in Name Clause in a company’s agreement or corporate documents might look like this:
Change in Name Clause
“In the event that the Company decides to change its name, the Company shall, by passing a resolution in the Board of Directors, seek approval for such a change. The Company shall then apply to the Ministry of Corporate Affairs (MCA) for approval of the new name, ensuring compliance with the Companies Act, 2013. Upon receiving approval from the MCA, the Company shall hold an Extraordinary General Meeting (EGM) to pass a Special Resolution for the name change. The Company shall file the necessary forms (including Form MGT-14) with the Registrar of Companies (RoC) to give effect to the name change. Upon receiving the new Certificate of Incorporation from RoC, the Company shall amend all relevant records, documents, and agreements to reflect the new name.”
Notice Requirement
The Company shall notify all stakeholders, including but not limited to creditors, customers, and employees, about the name change within [30/60] days of the name change becoming effective. All references to the old name in this agreement and other legal documents shall be amended accordingly.
Key Points to Include in a Change in Name Clause for Indian Companies
- Resolution Process: Clearly mention the requirement for a Board resolution and shareholder approval (special resolution).
- Notification Period: Specify the time frame within which the company must inform other parties involved (e.g., stakeholders, clients, regulatory bodies).
- Documentary Proof: The company should be required to provide documentary evidence (like a certificate of incorporation) to validate the name change.
- Updating Agreements: The clause should mandate the update of all existing contracts, agreements, and documents to reflect the new name.
- Continued Validity: Clarify that the name change should not affect the validity or continuity of the company’s obligations, rights, or liabilities.