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Under the Companies Act, 2013 - Section 13(2)

Changing the name of a company is a significant corporate action that reflects strategic shifts such as mergers, rebranding, diversification, or alignment with business vision. Under Section 13(2) of the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014, a company—whether private or public—can alter its name through a legally defined process.

Legal Framework:

  • Section 13(2) of the Companies Act, 2013 permits alteration of the Memorandum of Association (MOA) to change the company's name.
  • A special resolution passed by the shareholders.
  • Approval from the Central Government (delegated to the Registrar of Companies - ROC), except in certain exempted cases.

Step-by-Step Process for Company Name Change:

At Vetri Audit Services, we ensure a smooth and transparent registration experience through the following structured process:

1

Board Meeting

Convene a Board Meeting to:

  • Propose and approve the change of company name.
  • Authorize a director to apply for name availability.
  • Call an Extraordinary General Meeting (EGM) to seek shareholder approval.
2

Name Availability Check - RUN (Reserve Unique Name)

  • Apply via RUN (Reserve Unique Name) service on the MCA portal.
  • Propose two alternative names (in order of preference).
  • Once approved, the name is reserved for 60 days.
3

Extraordinary General Meeting (EGM)

  • Issue notice to all shareholders.
Conduct the EGM and pass a Special Resolution to:
  • Approve the name change.
  • Amend the MOA and Articles of Association (AOA) accordingly.
4

ROC Filing – MGT-14 & INC-24

  • Form MGT-14: To be filed within 30 days of passing the special resolution for MOA/AOA changes.
  • Form INC-24: Application for approval of name change with ROC (Central Government).

Attachments include:

  • Certified copy of the Special Resolution
  • Notice and Explanatory Statement of the EGM
  • Altered MOA and AOA
  • Name approval letter (from RUN)
5

Issuance of Fresh Certificate of Incorporation

Upon satisfaction, the ROC will issue a fresh Certificate of Incorporation bearing the new company name.

6

Post-Change Compliance

Update all statutory registrations and business records:

  • PAN, TAN, GST, Bank Records, Trade Licenses, Contracts, Letterheads, Stationery, Website, etc.
  • Inform stakeholders, vendors, and regulatory bodies.

Important Notes & Exemptions:

  • Conversion between Private and Public Limited: Does not require Central Government approval, but filing with the ROC is still mandatory.
  • Tribunal-Directed Name Change (e.g., due to trademark conflicts): May not require a shareholder resolution.
  • Name changes must comply with Name Availability Guidelines prescribed by MCA, including uniqueness and non-infringement of trademarks.

How VETRI AUDIT SERVICES Can Help:

At VETRI AUDIT SERVICES PRIVATE LIMITED, we offer end-to-end advisory and filing support for your company’s name change process. Our experts ensure:

  • Proper legal documentation and timely filings.
  • Name availability verification with IP and MCA databases.
  • Seamless coordination with the Registrar of Companies.
  • Post-change compliance assistance.
Fast. Reliable. Compliant.

Partner with us to execute your company’s rebranding or restructuring with confidence and precision.

Contact us today for a consultation!

9176455554

OR vetriauditor@gmail.com
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