Procedure for Changing the Name of a Private Limited Company

• The name of a private limited company may need to be changed for a variety of purposes, including a shift in the business's objectives, a change in management, or complete rebranding.
• A private limited company's name may be changed at any moment with the shareholders' formal permission and approval of the Ministry of Corporate Affairs (MCA) in accordance with the prescribed procedure

Step 1: Board Resolution

• A Board meeting must be called to formally approve a resolution changing the company's name and to mandate a Director or Company Secretary to present a formal application to the MCA to determine the proposed name's availability.
• A resolution to call an extraordinary general meeting for the purpose of changing the company's name and amending the Memorandum of Association and Articles of Association may also be passed at the same Board meeting.

Step 2: Verify the Availability of the Company's Name

• Post a resolution confirming the availability of the desired name for the company is passed, the person officially assigned may submit the application to the MCA.
• The process for submitting a name application is identical to the process for submitting a name application during the establishment of a private limited company.
• As a result, the company's name must adhere to the Companies Act of 2013's stipulated guidelines of naming.

Step 3: Adopt a Special Resolution Approving the Change of the Company's Name

• Once the MCA approves a name, the Company must convene an extraordinary general meeting and adopt a special resolution approving the alteration of the company's name, as well as any necessary amendments to the Memorandum and Articles of Association.       

Step 4: Submit an application to change the company's name

• Post passing the special resolution authorising the change of company name, the special resolution and request for registration of the change of company's name must be submitted to the Registrar of Companies.
• A request to change the name of the company must be duly filed in Form 1B and accompanied by the prescribed fees.

Step 5: New Certificate of Incorporation Issuance

• If the ROC approves the application for a change of the company's name, the company is entitled to get a new certificate of incorporation from the registrar.
• It must be noted that the company's change in name is considered complete and legal upon the Registrar of Companies duly issuing a new incorporation certificate.

Step 6: Make amendments to MOA and AOA

• Lastly, the change in the company's name should also be reflected in its Memorandum of Association and Articles of Association.

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