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Name Change Process for Companies - MCA

Changing a company's name in India involves specific steps as per the Companies Act, 2013, and MCA rules. This comprehensive guide covers different business structures, eligibility criteria, timelines, and step-by-step process for successful name change.

Governing Act and Rules

The name change process is governed by various acts and rules:

  • Companies Act, 2013: Primary legislation governing company operations and name changes
  • LLP Act, 2008: Governs Limited Liability Partnership name changes
  • Companies (Incorporation) Rules, 2014: Detailed procedural requirements

Key sections include:

  • Section 13 - Alteration of Memorandum of Association
  • Section 16 - Rectification of name of company
  • Rule 29 of the Companies (Incorporation) Rules, 2014
  • Section 19 of the LLP Act, 2008

Eligibility for Name Change

Entities Eligible for Name Change

  • Private Limited Companies
  • One Person Companies (OPCs)
  • Limited Liability Partnerships (LLPs)

Criteria for Name Change

  • Board Approval: Board resolution must be passed
  • Shareholders' Consent: At least 75% approval required
  • No Objections from ROC: Name must be available, unique, and not similar to existing entities

Name Change Process for Different Entities

Private and Public Limited Companies

  • Board Resolution: Pass board resolution for name change
  • Check Name Availability: Use RUN (Reserve Unique Name) - valid for 20 days
  • Special Resolution by Shareholders: Conduct EGM (Extraordinary General Meeting)
  • File MGT-14 and INC-24: Submit forms to ROC within 30 days
  • ROC Verification and Approval: ROC processes and approves the change

Limited Liability Partnership (LLP)

  • Partners' Consent: Obtain consent from all partners
  • Check Name Availability: Use RUN-LLP for name reservation
  • File Form LLP-5: Submit application to ROC
  • ROC Approval: ROC processes and approves the change

Estimated Timeline for Name Change

  • Name Availability Check: 1-2 working days
  • Form Filing: Within 30 days of name reservation
  • ROC Processing Time: 7-15 working days
  • Total Duration: 15-30 days

Reflection of the Updated Name in MCA Forms and Certificates

  • Certificate of Incorporation: Updated certificate issued with new name
  • Updated MOA and AOA: Memorandum and Articles of Association amended (or LLP Agreement)
  • MCA Master Data: Company's master data updated in MCA database

Frequency of Name Change

Multiple name changes are possible, but frequent changes may trigger scrutiny from regulatory authorities. It's advisable to choose a name carefully to avoid multiple changes.

Consequences of Non-compliance

  • Penalties: Late filing penalties up to ₹1,000 per day
  • Legal Restrictions: Company may face legal restrictions
  • Administrative Issues: Difficulty in conducting business operations

Benefits of Name Change

  • Brand Repositioning: Align company name with business objectives
  • Legal Clarity: Ensure compliance with regulatory requirements
  • Improved Market Presence: Better brand recognition and market positioning
FAQ

Frequently Asked Questions

Find answers to common questions about company name change process, eligibility, documents, process steps, benefits, and common queries.

What is the purpose of changing a company's name?

Companies change their names for various reasons including rebranding, aligning with business objectives, avoiding confusion with similar names, or reflecting a change in business focus or ownership.

Is there any limit on how many times a company can change its name?

There's no specific limit on the number of name changes, but frequent changes may attract scrutiny from regulatory authorities and could impact the company's credibility.

How long does it take to change a company's name?

The entire process typically takes 15-30 days, including name availability check (1-2 days), form filing (within 30 days), and ROC processing (7-15 days).

What forms are needed for a name change?

For companies: MGT-14 (for special resolution) and INC-24 (for name change application). For LLPs: Form LLP-5. All forms must be filed within prescribed timelines.

Can an LLP change its name to a Private Limited Company name?

No, an LLP cannot change its name to include "Private Limited" as it's a different business structure. LLPs must maintain their LLP designation in the name.

Will a new Certificate of Incorporation be issued after a name change?

Yes, ROC issues a new Certificate of Incorporation reflecting the updated company name after successful processing of the name change application.

Is a special resolution mandatory for a name change?

Yes, a special resolution passed by shareholders with at least 75% approval is mandatory for company name changes under the Companies Act, 2013.

What happens if the name change is not updated with the ROC?

Failure to update ROC can result in penalties, legal restrictions, and administrative issues. The company may face difficulties in conducting business operations.

Can Asktrix assist with the name change process?

Yes, Asktrix provides comprehensive assistance for company name change including documentation, form filing, compliance, and end-to-end support throughout the process.

Is the name change fee refundable if the name is rejected?

ROC fees are generally non-refundable. However, if the rejection is due to ROC error, you may apply for refund. It's advisable to check name availability before filing.

Do other registrations need to be updated after a name change?

Yes, you need to update GST registration, PAN, bank accounts, licenses, and other registrations to reflect the new company name for consistency.

What is the penalty for not filing MGT-14?

Late filing of MGT-14 attracts penalties up to ₹1,000 per day from the due date until the form is filed, plus additional ROC fees.

Is there any difference in the process for an LLP name change?

Yes, LLP name change process is simpler - it requires partners' consent, name availability check via RUN-LLP, and filing Form LLP-5 instead of MGT-14 and INC-24.

How soon can we use the new name after filing forms?

You can start using the new name only after ROC approval and issuance of the updated Certificate of Incorporation. Using the new name before approval may lead to legal issues.

Is there any specific format for the special resolution?

Yes, the special resolution must follow the format prescribed under the Companies Act, 2013, and should clearly state the old name, new name, and reasons for the change.

Will the updated name reflect in the MCA database immediately?

The updated name reflects in the MCA database after ROC processes and approves the application, which typically takes 7-15 working days.

Do name changes impact company tax filings?

Yes, you need to update PAN, GST registration, and other tax-related documents to reflect the new company name for seamless tax compliance.

Can we reserve a name before filing for a name change?

Yes, you can use RUN (Reserve Unique Name) to check availability and reserve the name for 20 days before proceeding with the formal name change process.

What happens if the new name resembles another entity's name?

If the new name is too similar to an existing entity, ROC may reject the application. It's important to choose a unique and distinctive name to avoid rejection.

Is there an additional fee for LLP name changes?

Yes, LLP name changes require payment of ROC fees as per the LLP Act, 2008. The fee structure is different from company name change fees.

The name change process requires careful planning and compliance with regulatory requirements. Asktrix provides comprehensive support throughout the entire process, ensuring smooth transition and legal compliance for your company's new identity.

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