Change in Name Clause
Overview of Change in Name Clause
The name of a company is its identity—a crucial element for branding, market positioning, and legal recognition. It sets the tone for customer perceptions and is fundamental to a company’s overall image. However, strategic shifts such as rebranding, mergers, or evolving business objectives may require a change in the company name. Under Section 13 of the Companies Act, 2013, this process is managed by passing a special resolution in a board meeting, followed by approval from the Ministry of Corporate Affairs (MCA).
Legal Framework for Change in Name Clause:
Under Section 13 of the Companies Act, 2013, companies are empowered to amend their Memorandum of Association (MoA) to reflect a new name. This legal framework ensures that any change is officially recognized and documented.
Documents Required for Change in Name Clause
Meeting Notices
Notices for both the board meeting and the EGM.
RUN Form Details
Documentation related to the RUN form submission and the MCA’s name approval letter.
Director Proofs
Identity and address proofs for directors and key officers involved in the process.
Updated Documents
Revised Memorandum of Association (MoA) and Articles of Association (AoA) that incorporate the new name.
Resolution Copy
A certified copy of the special resolution passed by the company.
Timeline for Change in Name Clause
Name Reservation Validity: The approved name from the RUN form remains valid for 20 days.
Resolution Filing: Form MGT-14 must be filed within 30 days of passing the special resolution.
Overall Process: Once all documents are submitted, the complete process—from the board meeting to receiving the new Certificate of Incorporation—typically takes between 15 to 20 working days.
Process for Change in Name Clause
Board Meeting
Approve the name change and authorize a director or secretary for the process. Conduct an EGM to finalize the decision.
Name Reservation
File RUN form with MCA to check name availability. Approved name remains valid for 20 days.
Special Resolution
Pass a special resolution at EGM approving the name change. Properly document the meeting’s minutes.
Filing MGT-14
File Form MGT-14 with RoC within 30 days of passing the resolution. Attach the certified resolution, notice, and updated MoA & AoA.
Approval Process
Submit Form INC-24 for RoC’s final approval. Receive a new Certificate of Incorporation with the updated name.
Post-Approval Compliance
Update statutory records, GST, PAN, TAN, bank accounts, and documents. Ensure all branding reflects the new name.
Benefits for Change in Name Clause
Fresh Identity: It signals a new beginning and can rejuvenate the brand.
Legal Clarity: Ensures compliance with regulatory standards and avoids potential trademark conflicts.
Enhanced Positioning: A new name better reflects the company’s current business model, market aspirations, or post-merger identity.
Growth Potential: Aligns the company with future growth plans and evolving market dynamics, increasing customer trust and investor confidence.
Frequently Asked Questions
Yes, a company can change its name at any time by following the process under the Companies Act, 2013.
No, the company’s legal identity remains the same; only the name is updated.
Yes, the Memorandum and Articles of Association must be updated to reflect the new name.
If rejected, the company must choose a new name and reapply using the RUN form process.
Yes, update GST registration, PAN, TAN, bank accounts, licenses, and statutory records.
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