NAME CHANGE OF COMPANY/ LLP
Change of Company Name- The name adopted by a company during incorporation can be changed later. To change the name of a company, the consent of the shareholders through a special resolution and MCA approval are required.
Change of LLP Name- You may be interested in changing the name of your Limited Liability Partnership (LLP) due to a business reason, personal reasons or based on the directions of the Central Government. Central Government could order a change of LLP name, if the name is considered to be undesirable or similar with or too closely bearing resemblance with the name of an existing LLP
Note the following points related to the changing of name by a Company/LLP-
1. The change of name, by no means, shall affect any rights/obligations of the company/ LLP and any legal proceedings continued against/by the company in its former/new name.2. However, the commencing of any fresh legal proceedings against the company/LLP in the former name is not valid, after the new name has been registered by the Registrar of Companies (ROC). The company/LLP in its old name should be treated to be non-existent. However, the new name can be substituted by amending the plaint.
3. The legal proceedings commenced by the company/LLP in its old name can be continued under the new name.
4. The entity of the company/LLP continues despite the change in name.
Procedure for change of Company Name:
1. Board Resolution- A Board meeting must be convened to pass a resolution for change of name of the company and to authorize a Director or Company Secretary to make an application to the MCA for ascertaining availability of proposed name. At the same Board meeting, 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 Availability- Once a resolution is passed ascertaining availability of proposed company name, the authorized person can make a name application to the MCA.
3. Pass Special Resolution - Once a name is approved by the MCA, the Company must conduct an extraordinary general meeting and 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- Once the special resolution for change of company name is passed, the special resolution and application for approval of company name change must be filed with the Registrar of Companies.
5. Issuance of New Certificate of Incorporation- If the Registrar of Companies is satisfied with the company name change application, the Registrar would issue a new certificate of incorporation. Company name change is said to be complete and effective on issuance of new incorporation certificate by the Registrar of Companies.
6. Make Changes to MOA and AOA- Subsequent to the issuance of the new incorporation certificate, steps must be taken to incorporate the new company name in all the copies of Memorandum of Association, Articles of Association and Certificate of Incorporation issued by the Registrar.
Procedure for change of LLP Name:
1. Consent of all the partners is required to change the name of LLP.
2. Form 1 (Application for reservation or change of name) is required to be filled for name approval.
3. After the name gets approved, applicant is required to file Form 5 (Notice for change of name) to intimate the registrar about the name change of LLP.
Documents required for change of Company Name:
1. DSC of the authorised director
2. MGT-14: This e-form can be filed with the Registrar of Companies on the Ministry of Corporate Affairs portal. Along with the MGT-14 form, the following documents have to be submitted as well.
3. Notice of the Extraordinary General Meeting (EGM).
4. Certified copy of the special resolution passed in the EGM.
5. The explanatory statement to EGM
6. Copy of altered Memorandum of Association (MOA) and Article of Association (AOA) with the new company name.
7. After the MGT-14 is approved, the INC-24 e-form is filed within 30 days with the Registrar of Companies on the Ministry of Corporate Affairs portal. Along with the INC-24 form, the following documents have to be attached as well.
i) A certified true copy of the Minutes of the EGM of the company
ii) Notice of EGM
iii) Copy of any approval order received from other authorities such as IRDA, SEBI, RBI, etc, if any.
iv) Copy of resolution agreement, along with the mention of the members voting for and against the resolution.
10) Company object or product Name
Documents required for change of LLP Name:
1. DSC of the authorised partner
2. Certified copy of consents from partners to apply for new name
3. Board Resolution, if any
4. Trademark Certificate if name is registered in the name of LLP / Partners
5. NOC, if the same is registered under Trademark (from the owner)
6. Authorization to a partner to file the E-Form 1.