Private Limited Company Name Change
One can change the name adopted by a private limited company during incorporation at a later stage, for a change of name of a private limited company, the consent of the shareholders through a special resolution and MCA approval. The Change of Name of a Pvt Ltd Company has no impact on its existence as a corporate or legal entity. The Change of Name for a company will not create a new entity.
Therefore, change of company name shall NOT:
- Affect any obligations or rights of the company
- Render any legal proceedings by or against the company to be defective
- Affect any legal proceedings or litigations against or by the company and pending in its old name; they will continue in the old name.
Procedure to Change/Alter the name of the company under the companies act, 2013
Step 1: Board Resolution
The Directors must hold a Board meeting to pass a resolution for change of name of the company and authorise a Director or Company Secretary to apply to the MCA to ascertain availability of the proposed name. At the same Board meeting, Directors can also pass a resolution to convene an extraordinary general meeting to change the company's name and alter the Memorandum of Association and Articles of Association.
Step 2: Check Company Name Availability
Once a resolution is passed ascertaining the availability of the proposed company's name, the company's authorised person can make a name approval to the MCA. The procedure for filing a name application is similar to that followed while incorporating a private limited company. Therefore, the name proposed must be as per the law framed in the Companies Act, 2013 Naming Guidelines.
Step 3: Pass Special Resolution for Change of Company Name
Once the MCA approves a name, the company must conduct an EGM and pass a special resolution for change of company name and necessary modifications to the Articles of Association & Memorandum of Association.
Step 4: Application for approval of Change of Company Name.
Once the directors pass a special resolution for change of company name, they should also file a special resolution and application to approve company name change with the Registrar of Companies. Directors will have to make an application for a company name change in Form 1B along with the applicable fees.
Step 5: Issuance of New Incorporation Certificate
If the Registrar of Companies accepts the company name change application, the Registrar will issue a fresh certificate of incorporation. It's important to note that the company name change is complete and effective in giving a new certificate of incorporation by the Ministry of Corporate Affairs or Registrar of Companies.
Step 6: Make Changes to Memorandum of Association and Articles of Association
After the issuance of the new incorporation certificate, directors must take steps to incorporate the new company name in all the copies of the Amended Articles of Association, Memorandum of Association & Certificate of Incorporation issued by the MCA or Registrar of Companies.
Private Limited Company's Name Approval
Choosing the right & appropriate name for the business is the most essential and most challenging part for a startup. The company's name will be your primary calling card and will show up in every place associated with the business. Therefore, developing a name that creates a positive first impression is intriguing and straightforward. Here, we look at some of the regulations laid down by the Ministry of Corporate Affairs(MCA) to name a Private Limited Company in India.
The proposed name should be desirable & acceptable.
As per the Co's Act, 2013, no company can be registered with an undesirable or unacceptable name. However, a proposed name for a private limited company will be undesirable if it is identical with or closely resembling a name of a company in existence or approved by the Registrar, named an LLP in existence or approved by the Registrar and resembles a registered trade-mark or trade-mark application. Further, names that violate the provisions of Emblems and Names and names that contain profanity or words or phrases that are offensive in general language to any section of people are also deemed undesirable & unacceptable and are not allowed.
Test for Similarity or Resemblance
In determining if a name is matching or similar or identical to another name, then in that case following rules shall apply:
i) Plural form of a word does not distinguish it from the original.
Therefore, Financy Anzalist Hospital Private Limited and Financy Anzalist Hospitals Private Limited will be considered similar.
ii) Changing the type/case/spacing between letters appearing in the name will still make the name similar.
Therefore, Financy Anzalist Hospital Private Limited and Financy AnzalistHospital Private Limited or Financy Anzalist hospital Private Limited will be considered similar.
Using a different tense or a number of the same word will also not make a name unique and distinguish it from the original.
For instance, Financy Anzalist Industries and Taxraj Industries will be considered similar. Similarly, Three Financy Anzalist Hospital and 3 Financy Anzalist Hospital will be similar.
Further, different phonetic spellings or a different combination of the same word will not make it distinguishable from an existing name. Hence, J & K Industries and J n K Industries will also not be allowed if J & K Industries exists. Likewise, the inclusion of words such as New, Modern, Nav, Shri, Shree, Om, Jai, Sai, The, etc., in front of an existing name.
Names that require pre-approval from other government authorities
If the proposed name for the company includes words such as:
'insurance,
'bank',
'stock exchange',
'venture capital',
'asset management,
'mutual fund', etc.
The name may be accepted & allowed with a declaration by the applicant that the applicable requirements mandated by the respective government regulator such as IRDA, RBI, SEMA, etc., have been complied by the applicant if the proposed name contains any word or expression which is likely to imply that the company is connected or has relation in any way with, or having the patronage of, any State Government, the Central Govt, or any local authority, Corporation or body constituted by the Central or any State Govt under any law then the prior approval of Central Government has to been taken.
Requirement of minimum authorised capital for specific namesInclusion of specific keywords in the name will require the company to have a minimum authorised capital as under:
For using the word Bharat, Hindustan, India in any part of the company's name, a minimum authorised capital of INR 5 lakh is required.
For using the words such as Enterprises, Products, Business, Manufacturing in any part of the company's name, a minimum authorised capital of INR 10 lakhs is required.
Suppose the words International, Global, Universal, Continental, Inter-Continental, Asiatic, Asia is used within the company's name, a minimum authorised capital of Rs. Fifty lakhs is mandatory.
If Hindustan, India, Bharat is used as the first word of the name, a minimum authorised capital of INR 50 lakh is required.
For using the words such as Industries/Udhyog in any part of the name or using the phrase Universal, Continental, International, Globe, Inter-Continental, Asiatic, Asia as the first word of the name, minimum authorised capital of Rs. 1 crore is required.
A minimum authorised capital of Rs. 5 crores is required for using the word Corporation in the company's name.
