Name Change Process for Companies - MCA
Changing the name of a company in India involves specific steps as per the Companies Act, 2013 and applicable MCA rules. This document covers the name change process for different business structures, including Private Limited Companies, LLPs, OPCs, and Public Limited Companies, detailing eligibility, required forms, estimated timelines, and the stages of the process.
Governing Act and Rules
The Companies Act, 2013 and the LLP Act, 2008 set forth regulations for name changes, with specific provisions in the Companies (Incorporation) Rules, 2014 that guide the procedure. The key sections include:
- Section 13: Governs alteration of a company's memorandum, including name change.
- Section 16: Addresses rectification of a company's name.
- Rule 29 of the Companies (Incorporation) Rules, 2014: Outlines the procedure for name change of a company.
- Section 19 of the LLP Act, 2008: Deals with LLP name change.
Eligibility for Name Change
- Private Limited Companies (Pvt. Ltd.)
- Public Limited Companies
- One Person Companies (OPCs)
- Limited Liability Partnerships (LLPs)
Entities Eligible for Name Change
- Board Approval: The company's Board of Directors must approve the name change.
- Shareholders’ Consent: A special resolution is required, approved by at least 75% of the shareholders.
- No Objections from ROC: The new name must be available, unique, and not similar to existing names in the MCA database.
Criteria for Name Change
Name Change Process for Different Entities
- Board Resolution: A Board meeting is held to pass a resolution approving the name change.
- Check Name Availability: Apply through the MCA’s RUN (Reserve Unique Name) service to check availability. The name reservation is valid for 20 days.
- Special Resolution by Shareholders: Hold an Extraordinary General Meeting (EGM) to pass a special resolution for name change.
- File MGT-14 and INC-24:
- Form MGT-14: File within 30 days of passing the resolution, along with the special resolution and amended MOA/AOA.
- Form INC-24: Submit to obtain ROC approval for the name change, with documents like the board resolution, special resolution, and altered MOA.
- ROC Verification and Approval: The ROC reviews the application, and if approved, issues a new Certificate of Incorporation reflecting the updated name.
Private and Public Limited Companies
- Partners’ Consent: All partners must agree to the LLP name change.
- Check Name Availability via RUN-LLP: The LLP must check availability and reserve the new name using the RUN-LLP service.
- File Form LLP-5: Submit Form LLP-5 with the resolution for name change and the amended LLP Agreement.
- ROC Approval: Once the ROC approves, a new Certificate of Incorporation for the LLP is issued.
Limited Liability Partnership (LLP)
Estimated Timeline for Name Change
- Name Availability Check (RUN/RUN-LLP): 1-2 working days.
- Form Filing (MGT-14, INC-24, LLP-5): Within 30 days of the Board meeting and shareholder/partner approval.
- ROC Processing Time: Typically, 7-15 working days after submitting all forms and documents.
- Total Duration: Approximately 15-30 days from initiation to completion, depending on the ROC’s processing time and completeness of documents.
Reflection of the Updated Name in MCA Forms and Certificates
- Certificate of Incorporation: The ROC will issue a new Certificate of Incorporation with the updated name.
- Updated MOA and AOA (or LLP Agreement): The company or LLP must update its Memorandum of Association (MOA), Articles of Association (AOA), or LLP Agreement with the new name.
- MCA Master Data: The MCA’s Master Data is updated, reflecting the name change on the portal.
Frequency of Name Change
- A company or LLP can apply for a name change multiple times, provided they follow the procedures and obtain the required approvals each time. However, frequent name changes may trigger scrutiny by the ROC or MCA.
Consequences of Non-compliance
- Penalties: Failure to update documents with the ROC can result in penalties.
- Legal Restrictions: The entity may face legal consequences, including the inability to enter contracts under the new name.
- Administrative Issues: Bank accounts, licenses, and other registrations may become invalid if not updated with the new name.
Benefits of Name Change
- Brand Repositioning: Allows companies to align with new market strategies or reflect a merger/acquisition.
- Legal Clarity: Ensures that all documents and records are accurate and aligned with the entity’s activities.
- Improved Market Presence: New name may attract new market segments or reflect a modernized business image.
FAQ
Frequently Asked Questions
These FAQs cover essential details like eligibility, required documents, process steps, and benefits. It helps clarify common queries about setup, compliance, costs, and timelines.
Companies change names for rebranding, mergers, acquisitions, or to reflect a new business strategy.
No statutory limit, but each name change must follow due process and may undergo scrutiny.
The entire process typically takes 15-30 days, depending on ROC processing time.
For companies, Form MGT-14 and INC-24 are required. For LLPs, Form LLP-5 is used.
Yes, if the name is available, but it must be unique and approved by the ROC.
Yes, the ROC will issue a new Certificate of Incorporation.
Yes, a special resolution with at least 75% shareholder approval is required.
Failure to update may lead to legal and administrative issues and penalties.
Yes, YathraFin offers comprehensive services for name change applications and documentation.
No, the MCA fee is non-refundable even if the name is not approved.
Yes, the new name must be updated with tax authorities, banks, licenses, etc.
Penalties can be levied for non-filing within the stipulated time.
Yes, LLPs use Form LLP-5 and must update their LLP Agreement.
After receiving ROC approval and the new Certificate of Incorporation.
Yes, a prescribed format for the special resolution should be followed.
It may take up to 15 working days post-approval.
Yes, tax registrations should reflect the updated name.
Yes, name reservation through RUN/RUN-LLP is required to secure availability.
The name will be rejected if it is similar to an existing entity’s name.
Yes, an application fee is required when submitting Form LLP-5.
The name change process, though procedural, offers an effective way for businesses to rebrand and comply with MCA regulations. YathraFin provides end-to-end support to help your business navigate this process smoothly, ensuring all requirements are met with ease.