William Shakespeare once said “What's in a name?” seldom he knew that after centuries, it is “the Name” only that will matters be it for individual or for corporates. Name is an identity for any Company by which it makes its presence in the corporate world. But corporates too recourse to change in name of their Companies and continue their presence with a new name

1. Process for Name
Change

2. Introduction
William Shakespeare once said “What's in a name?”
seldom he knew that after centuries, it is “the Name” only
that will matters be it for individual or for corporates.
Name is an identity for any Company by which it makes its
presence in the corporate world. But corporates too
recourse to change in name of their Companies and
continue their presence with a new name.
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3. Reasons for Change of
Name of Company

4. Numerous factors motivate the corporates to change their name like
stepping into new venture by acquisition or change of object, Merger &
amalgamation long term growth, competition in market, branding,
arrangement’s etc. For instance:
■ Companies entering into Joint venture might want to change their
name to reflect their business decision in their name or vice versa. To
quote one example, upon termination of Joint venture between Hero
Group of India and Honda of Japan, Name of Hero Honda has been
changed from Hero Honda Motors Limited to Hero MotoCorp
Limited.
■ Entities often change their name to make them more appealable in
the market and to create a new brand image like UTI bank has
changed its name to Axis Bank.
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5. Legal Aspects

6. Chapter II of the Act, deals with the Incorporation of Company and
Matters Incidental thereto, wherein Ministry of Corporates Affairs has
allowed the Companies to change their name after following due
procedures. However, provisions related to change of name is not limited
to any one specific section, in fact it is scattered throughout various
sections and rules.
Section 4 also specifies guidelines to be followed while considering the
name:
■ Name should not be identical with or resemble too nearly to the name of an
existing company registered under this Act or any previous company law;
■ It should not be undesirable in the opinion of the Central Government;
■ It should not contain any word or expression which is likely to give the
impression that Company is linked with Central, state government or any local
authority, corporation or body constituted by the Central Government or any
State Government under any law for the time being in force;
Further Rule 8 of the Companies (Incorporation Rules) 2014 specify in details how a
Company can ensure that proposed name is viable or not.
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Name Change - Company Act, 2013

7. ■ Section 13 of the Act, states that any alteration in the MOA can be
made by the Company after passing a special resolution under EGM/
AGM and complying the procedures under it. In addition to passing of
special resolution, the Company need to take approval of the Central
Government (C.G) to change the name of the Company.
■ Further, power of C.G. is delegated to ROC as per MCA circular dated
May 21 ,2014 and Companies are required to file an E form i.e. INC-24
with ROC for its approval, accordingly ROC issue fresh Certificate of
Incorporation in form INC-25.
■ Furthermore, No approval of C.G. via ROC is required in case of
conversion of private limited to public limited or vice versa.
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Alter Memorandum of Association (MOA)

8. ■ Act states filing of web service based form i.e. RUN with Central
Registration Centre (CRC) (a part of Ministry of Corporate Affairs) to
reserve the new name of the Company.
■ Company to file the RUN (Reserve Unique Name) along with fee as
provided in the Companies (Registration Offices and Fees) Rules,
2014.
■ Further to application by the Company, the CRC scrutinise the
availability of name as per section 4 read with rule 8 of the
Companies (Incorporation) Rules, 2014 and accord their approval if
name is in compliance with above said section and rules.
■ However, CRC also has power to reject the name after allowing re-
submission of such web form within 15 days for rectification of the
defects. Thus it is advisable to have prior check on the proposed
name with the required guidelines provided in the Companies Act,
2013.
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RUN Form – Name Reservation

9. Rule 29 imposes restrictions on the Company to change their name if they
had committed default as below:
■ Companies which has not filed annual returns or financial
statements due for filing with the Registrar.
■ Companies which has failed to pay or repay matured deposits or
debentures or interest thereon.
However, Companies Act, 2013 has further provided that the change of
name shall be allowed upon filing necessary documents or payment or
repayment of matured deposits or debentures or interest thereon as the
case may be.
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Restriction in Name Change

10. Process of Name
Change

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Your audience will listen to you or read
the content, but won’t do both.
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12. Post Compliance

13. 1. Printing of New Memorandum of Association and Article of
Association to reflect change of name.
2. Change in Sign Board, Letter head, stationary and other items where
old name used to be displayed.
3. Company shall paint or affix or print, along with its name, the former
name or names so changed during the last two years.
4. Application to update name in PAN.
5. Intimation and application to other authorities where Company is
registered i.e. GST, EPF, ESI etc.
6. Intimation to various suppliers and parties with whom Company has
business.
7. Intimation to banks where Company is maintaining bank accounts.
It is pertinent to note that the above stated regulatory framework are as per Act, If
any Company is registered with other any regulatory bodies like SEBI, RBI, IRDA,
Companies have to follow additional compliance as prescribed by different regulators.
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14. Case Laws on
Change of Name

15. Change in name of the Company does not changes the legal identity of
the Company, Companies identity will remain same : Historice Resort
Hotels Pvt. Ltd vs State of Rajasthan on 16 August, 2018
Change of name shall not affect any rights or obligations of the
company and any legal proceedings which might have been continued
or commenced by or against the company by its former name may be
continued by or against the company by its new name: Surendra Nath
Shukla vs Indian Airlines Corporation, AIR 1966 Cal 272
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