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About The Name Change & Address Change Of A Company

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LegalKart Editor 05 min read 106 Views
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The Name Is Our Identity, Address Is Our Locality 

Name defines our identity. Address defines our locality. Both are highly integral to our presence and our finite existence. Without name and address, we are nowhere.  Human civilization is a highly integrated and well networked socio-interpersonal structure.  One can find anyone, anywhere, all the time, because we have created a world where basically everyone is interconnected to everyone else, directly or indirectly.  

Now, when we come to the happening world of business companies, there are various laws and procedures that govern the decision & action of a company to  change its name. 

Also read Company Changing Its Activity - The Karmic Reorientation Of A Corporate Body

Company Name Change 

The name of a private limited company may have to be changed for a number of reasons including change of objective of the business, change of management, rebranding, etc., The name of a private limited company can be changed at anytime with the approval of the shareholders and Ministry of Corporate Affairs (MCA).

Private Limited Company Name Change

The name adopted by a private limited company during incorporation can be changed later. To change the name of a private limited company, the consent of the shareholders through a special resolution and MCA approval are required. The change of name of a private limited company has no impact on its legal entity or its existence as a corporate entity. The change of name of a company will not create a new company or new entity. Therefore, the change of company name shall NOT:

  • Affect any rights or obligations of the company

  • Render defective any legal proceedings by or against the company

  • Not affect any legal proceedings by or against the company and pending in the old name; they may continue in the old name.

  • Procedure for Private Limited Company Name Change

  • Procedure to Change/Alter name of company under companies act, 2013

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.

Also read Profession Is The Link Between An Individual And The Larger Society.
 

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. The procedure for name application is similar to that of the name application procedure followed during incorporation of a private limited company. Therefore, the name must be as per the Companies Act 2013 Naming Guidelines.
 

Pass Special Resolution for Company Name Change

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.


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. An application for company name change must be made in Form 1B along with the requisite fee.
 

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. It is important to note that the company name change is said to be complete and effective on issuance of new incorporation certificate by the Registrar of Companies.

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.

Name should be desirable


As per the Companies Act, 2013, no company is to be registered with an undesirable name. A proposed name for a private limited company is considered to be undesirable if it is identical with or closely resembling with a name of a company in existence or approved by the Registrar, name of a LLP in existence or approved by the Registrar and/or resembles a registered trade-mark or trade-mark application. Further, names that are in violation of the provisions of Emblems and Names and/or names that contain profanity or words or phrases that are generally offensive to any section of people are also deemed undesirable and not allowed.

Names that require approval from other authorities
If the proposed name includes words such as ‘insurance, ‘bank’, ‘stock exchange’, ‘venture capital’, ‘asset management’, ‘mutual fund’, etc., the name may be allowed with a declaration by the applicant that the requirements mandated by the respective regulator such as IRDA, RBI, SEMA, etc., has been complied with by the applicant. Also, if the proposed name contains any word or expression which is likely to give the impression that the company is in any way connected with, or having the patronage of, the Central Government, any State Government, or any local authority, corporation or body constituted by the Central or any State Government under any law then the previous approval of Central Government has to been obtained.

Address Change Of A Company 

What is the procedure for changing a registered office address?
The procedure for a change in the registered office of LLP or a company is mentioned below-

change in registered office address within the local limits of the city, town or village

With a board resolution
By filing Form INC- 22 within 30 days of the Board Resolution
change in the registered office of the company outside the local limits of the city, town or village- but within the same RoC and the same state

With a board resolution and a special resolution
By filing Form MGT-14 within 30 days of the Special Resolution
By filing Form INC- 22 within 30 days of the Special Resolution
Change in registered office address from one RoC to another within the same state

With a board resolution, a special resolution and the approval from the Regional Director
By filing Form MGT-14 within 30 days of the Special Resolution
By filing Form INC- 23
By filing Form INC- 28 within 60 days from the order of the Regional Director
By filing Form INC- 22 within 30 days from the order of the Regional Director
change of address from one state to another, outside the existing RoC jurisdiction

With a board resolution, a special resolution and the approval from the Regional Director
After a necessary alteration in the Memorandum of Association (MoA)
By filing Form MGT-14 within 30 days of the Special Resolution
By filing Form INC- 23, after at least 1 month of publishing newspaper Ads ( as per Form INC -26) and serving notices to the creditors
By filing Form INC- 28 within 30 days from the receipt of the order of the Regional Director
By filing Form INC- 22 within 30 days from the order of the Regional Director
Necessary alteration is required in the Memorandum of Association (MoA)
With Vakilsearch, you can change the registered office address in the following way –

3 Working Days

If you're moving to the office to another state, we will draft the resolution for you and inform you of the procedure before you can inform the state government of the change.

4 Working Days

Within 30 days, you must inform the MCA by submitting the necessary forms that you have changed the Office address of the business.

You may also read Closing A Pvt Ltd Company - The End Should Be Smoother.

 

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