Name Change

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A. Voluntary change of Name

1. Requirements:- A company shall alter its name clause :
   • By passing of special resolution by members in General Meeting
   • By Complying with section 4(2) & 4(3)
   • By Obtaining Prior Written Approval by C.G
2. C.G approval :-
   1. The change in name shall not be valid unless the Prior Written Approval of CG is obtained.
   2. The approval of CG Is not required, Where the only change in the name of the company is-
      • Deletion of the word ‘private’, on account of conversation of a private company into a public company; or
      • Addition of the word ‘private’, on account of conversion of a public company into a private company.
3. Restrictions :- Change of name shall not be allowed to a company which has defaulted in:
   • Filing its annual returns or financial statements or any document due for filing with the register or
   • Repayment of matured deposits or debentures or interest on deposits or debentures. ( Change of name shall be allowed upon filing of necessary documents or payment or repayment of matured deposits or debentures or interest thereon as the case may be)
4. Filing with ROC :– The company shall file with register –
   • A copy of the special resolution; and
   • A copy of the order of CG approving the change of name.
5. Effect of Filing:- On any change in the name of a company, The register shall –
   • Register the documents filed and Enter the new name of the company in the register of companies; and
   • Issue a fresh certificate of incorporation to the company.
     1. The change in name shall become complete and effective from the date of issue of fresh certificate of incorporation.
     2. If a company has changed its name in the previous 2 years, its shall paint, affix or print the old name of the company along with its new name during the last 2 years.

B. Compulsory change/ Rectification of Name of Company

1. Where name is identical or similar to name of a company already registered
   • Where a company is registered ( weather on its first registration or afterwards, on its registration by a new name) by a name,
   • Which, in the opinion of CG,
   • Is identical with, or too nearly resembles,
   • The name of a company previously registered, then
   • CG may direct the company to rectify its name.
   • Within 3 months,
   • By passing an ordinary resolution.
2. Where name is identical or similar to name of a registered trade mark
   • Where a company is registered by a name,
   • Which in the opinion of the proprietor of a registered trade mark,
   • Is identical with, or too nearly resembles,
   • The registered trade mark of the company in which he is the proprietor,
   • Then he may make an application to CG
   • Within a period of 3 years od
   • Incorporation/ registration of the other company by such new name
   • On receipt of such an application, if CG is satisfied then,
   • CG may direct the company to rectify its name.
   • Within 6 months,
   • By passing an ordinary resolution.
3. Filing Requirements :-The company shall file with the register:
   • Notice of rectification of name; and
   • A copy of the order of CG.
   • Within 15 days of passing an ordinary resolution for rectification of name.
4. Changes by ROC :-The register shall make necessary changes in:
   • The memorandum
   • The certificate of incorporation