Change of name of company within one year of incorporation

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    • #1861
      Anonymous
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      Is it possible for a company, which is a private limited company, to change its name within one year of its incorporation / registration? Will it be allowed?

    • #1915

      The name of a company is mentioned in the Memorandum of Association of the company. Change of name of a company is possible by amending the memorandum of the company in the prescribed manner as laid down in the Companies Act, 2013. This will need passing of a special resolution at the general meeting of the company. Other formalities as prescribed, such as approval of the Central Government, would also be necessary.

      The relevant provisions are contained in sub-sections (2) and (3) of Section 13 of the Companies Act, and the relevant extracts of this section are as under:

      13. Alteration of memorandum.—(1) Save as provided in Section 61, a company may, by a special resolution and after complying with the procedure specified in this section, alter the provisions of its memorandum.

       (2) Any change in the name of a company shall be subject to the provisions of sub-sections (2) and (3) of Section 4 and shall not have effect except with the approval of the Central Government in writing:

      Provided that no such approval shall be necessary where the only change in the name of the company is the deletion therefrom, or addition thereto, of the word “Private”, consequent on the conversion of any one class of companies to another class in accordance with the provisions of this Act.

      (3) When any change in the name of a company is made under sub-section (2), the Registrar shall enter the new name in the register of companies in place of the old name and issue a fresh certificate of incorporation with the new name and the change in the name shall be complete and effective only on the issue of such a certificate.”

      The sub-sections (2) and (3) of Section 4, referred to above, are reproduced as under:

      “(2) The name stated in the memorandum shall not—

      (a) be identical with or resemble too nearly to the name of an existing company registered under this Act or any previous company law; or

      (b) be such that its use by the company—

      (i) will constitute an offence under any law for the time being in force; or

      (ii) is undesirable in the opinion of the Central Government.

      (3) Without prejudice to the provisions of sub-section (2), a company shall not be registered with a name which contains—

      (a) any word or expression which is likely to give the impression that the company is in any way connected with, or having the patronage of, the Central Government, any State Government, or any local authority, corporation or body constituted by the Central Government or any State Government under any law for the time being in force; or

      (b) such word or expression, as may be prescribed,

      unless the previous approval of the Central Government has been obtained for the use of any such word or expression.”

           


      Dr. Ashok Dhamija is a New Delhi based Supreme Court Advocate and author of law books. Read more about him by clicking here. List of his Forum Replies. List of his other articles. List of his Quora Answers. List of his YouTube Videos.

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