Company Name Change

Following incorporation, the company may change its name under the following conditions:
(a) Name conversion from private to public,
(b) Name conversion from public to private, or
(c) Name change from ABC Limited to XYZ Limited
(d) Any other restructuring method permitted by the Companies Act.

In this article, we will go over a brief procedure for changing the name of a company in accordance with Section 13(2) of the Companies Act of 2013.

Section 13(2), read with Sections 4(2) and (3) of the Companies Act 2013, and Rules 8 and 29(1) and (2) of the Companies (Incorporation) Rules, 2014.

Section 13(2) of the Companies Act of 2013, which deals with name changes, states that the name of the company can be changed by passing a special resolution and receiving approval from the Central Government (powers delegated to the Registrar of Companies).

Section 4(2) of the Companies Act of 2013 states that no company shall be registered under a name that:

is identical with or too closely resembles the name of an existing company registered under this Act or any previous company law: or (refer to Rule 8 of the Companies (Incorporation) Rules, 2014 for more information) will constitute an offence under any law currently in force, or is undesirable in the opinion of the Central Government.

Section 4(3) states that, without limiting the provisions of sub-section (2), a company shall not be registered with a name that contains, unless the Central Government has previously approved the use of any such word or expression:

any word or expression that is likely to give the impression that the company is in any way connected with, or patronised by, the Central Government, any State Government, or any local authority, corporation, or body established by the Central Government or any State Government under any law currently in force; or such word or expression as may be prescribed.

Prohibited in the following situations:

Rule 29(1): A company may not change its name if it has failed to file its annual returns, financial statements, or any other document required by the Registrar, or if it has failed to repay matured deposits or debentures or interest on those deposits or debentures.

Rule 29(2): For the purposes of sub-section (3) of Section 13, an application in Form INC-24 along with the fee for a name change of the company shall be filed, and a new certificate of incorporation in Form INC-25 shall be issued to the company as a result of the name change.