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 chosen for a private limited company at the time of incorporation can be altered subsequently. To effect a name change for a private limited company, the approval of shareholders through a special resolution and clearance from the Ministry of Corporate Affairs (MCA) are necessary. Importantly, altering the name of a private limited company does not impact its legal entity or corporate status. It does not give rise to a new company or a new legal entity. Consequently, a change in the company name will NOT:

1. Impact any rights or obligations of the company.
2. Invalidate ongoing legal proceedings involving the company, whether initiated by or against it.
3. Alter the course of any legal proceedings initiated by or against the company under its previous name; such proceedings may proceed under the old name without disruption

Procedure for Private Limited Company Name Change under Companies Act, 2013

Step 1: Board Resolution

Initiate the process by convening a Board meeting to pass a resolution authorizing a Director or Company Secretary to apply to the Ministry of Corporate Affairs (MCA) for confirming the availability of the proposed company name. Simultaneously, the Board can pass a resolution to convene an extraordinary general meeting to approve the name change and make corresponding alterations to the Memorandum of Association and Articles of Association.

Step 2: Check Company Name Availability

After the resolution confirming the availability of the proposed name, the authorized person can submit a name application to the MCA. This procedure mirrors the name application process during the incorporation of a private limited company and must adhere to the Naming Guidelines outlined in the Companies Act 2013.

Step 3: Pass Special Resolution for Company Name Change

Upon MCA approval of the chosen name, the company should conduct an extraordinary general meeting to pass a special resolution endorsing the name change and approving related amendments to the Memorandum of Association and Articles of Association.

Step 4: Application for Approval of Company Name Change

After passing the special resolution, file the resolution and the application for approval of the company name change with the Registrar of Companies. This application, submitted on Form 1B along with the necessary fee, signifies the formal request for the company name change.

Step 5: Issuance of New Certificate of Incorporation

Upon satisfaction with the company name change application, the Registrar of Companies will issue a new certificate of incorporation. It’s crucial to note that the name change becomes effective upon the issuance of this new certificate.

Step 6: Update MOA and AOA

Following the receipt of the new incorporation certificate, update all copies of the Memorandum of Association, Articles of Association, and Certificate of Incorporation issued by the Registrar to reflect the newly approved company name. This ensures comprehensive alignment with the altered company identity.

Private Limited Company Name Approval

Selecting an appropriate name for a startup is a pivotal and challenging task. The chosen name becomes the primary identifier for the business, appearing in various contexts associated with its operations. Therefore, it is crucial to decide on a name that not only creates a positive first impression but is also intriguing and clear. In this article, we explore the regulations set forth by the Ministry of Corporate Affairs (MCA) for naming a Private Limited Company in India.

1. Desirability of the Name

As per the Companies Act, 2013, a proposed name for a private limited company is deemed undesirable if it is identical or closely resembles the name of an existing company or LLP approved by the Registrar. Additionally, names resembling registered trademarks or trademark applications, violating the Emblems and Names provisions, or containing profanity or offensive language are considered undesirable and are not permitted.

2. Test for Similarity

Determining similarity between names involves specific rules:

• Plural versions of words do not distinguish one name from another. For example, “City Hospital Private Limited” and “City Hospitals Private Limited” will be considered similar.
• Altering type, case, or spacing between letters in the name still makes it similar. For instance, “City Hospital Private Limited” and “CityHospital Private Limited” or “City hospital Private Limited” will be considered similar.
• Different tenses or numbers of the same word do not create uniqueness. For example, “Excellence Industries” and “Excellent Industries” will be considered similar.
• Phonetic spellings or different combinations of the same word do not differentiate names. For instance, if “J.K Industries” exists, “J & K Industries” and “J n K Industries” will not be allowed.

3. Names Requiring Approval from Other Authorities

If a proposed name includes certain words such as ‘insurance,’ ‘bank,’ ‘stock exchange,’ etc., the name may be allowed with a declaration from the applicant that regulatory requirements have been met. Approval from the Central Government is necessary if the name suggests a connection or patronage with governmental bodies.

4. Minimum Authorized Capital Requirements

The inclusion of specific keywords in the company name may necessitate a minimum authorized capital:

• For words like ‘Hindustan,’ ‘India,’ ‘Bharat,’ a minimum authorized capital of Rs.5 lakhs is required.
• For words like ‘Enterprises,’ ‘Products,’ ‘Business,’ ‘Manufacturing,’ a minimum authorized capital of Rs.10 lakhs is required.
• If ‘Hindustan,’ ‘India,’ ‘Bharat’ is the first word, a minimum authorized capital of Rs.50 lakhs is needed.
• For words like ‘International,’ ‘Global,’ ‘Universal,’ etc., a minimum authorized capital of Rs. 50 lakhs is required.
• For ‘Hindustan,’ ‘India,’ ‘Bharat’ as the first word, a minimum authorized capital of Rs. 50 lakhs is necessary.
• For words like ‘Industries/Udhyog,’ or ‘International,’ ‘Globe,’ etc., as the first word, a minimum authorized capital of Rs. 1 crore is required.
• For the word ‘Corporation’ in the company name, a minimum authorized capital of Rs. 5 crores is mandatory