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Legal provisions for change in company name under Companies Act

Courtesy/By: Shruti Singh | 2020-12-29 18:52     Views : 266

A change in company name can be due to several reasons. Regardless of purpose and time, a change in company name requires the consent of all the shareholders. The justification for the name change can be anything like a change in vision & the mission, change in management, conversion from private limited to public limited, etc.

A company, after incorporation, can change its name in the following ways:

(a) Converting the name from private to public, or

(b) Converting the name from the public to private, or

(c) Conversion of name from ABC limited to XYZ limited.

A change in the Name clause of a company involves altering its Memorandum of Association (“MOA”). Section 13 of the Companies Act 2013 regulates the amending procedure in the MOA, which applies to all companies. All clauses of the MOA, except the Capital clause, are alterable by following Section 13 of the Companies Act, 2013 by passing a special resolution.

Section 13 of the Companies Act, 2013 deal with the change of name, which provides that the company name can be changed by a special resolution and with the Centre's approval. Approval of Central Government is not needed if the change is regarding the addition/deletion of the words “private” to the name. 

Section 4(2) the Companies Act, 2013 stipulates that registration of a company is not permissible whose name:  

  • Is identical with or resemble too closely to the name of an existing company registered [Section- 2 (a)] or,
  • will constitute an offense under any law [Section- 2 (b)(i)] or,
  • is objectionable in the opinion of the Central Government [Section- 2 (b)(ii)]. 
  • Section 4(3) without prejudice to the provisions of Section 4(2) [as aforementioned], a company shall not be registered with a name which contains, without the prior approval of the Central Government for using any such word or expression, which may give the impression that the company is connected with, or having the patronage of, the Central Government, any State Government, or any local authority [Section- 3 (a)].

Such word or expression, as may be stipulated [Section- 3 (b)].

The change of name shall not be entitled to a company:

  • which has failed in filing annual returns or financial statements due for filing with the Registrar or, 
  • which has neglected to pay or repay matured deposits or debentures or interest.

 

This Article Does Not Intend To Hurt The Sentiments Of Any Individual Community, Sect, Or Religion Etcetera. This Article Is Based Purely On The Authors Personal Views And Opinions In The Exercise Of The Fundamental Right Guaranteed Under Article 19(1)(A) And Other Related Laws Being Force In India, For The Time Being.

Courtesy/By: Shruti Singh | 2020-12-29 18:52