When does a company’s new name take effect?
A company’s new name takes effect on the date the Registrar issues the fresh certificate of incorporation. The members’ special resolution and the approval applied for in Form INC-24 come before that certificate. The meeting date is not the date the name changes.
When is the new name effective?
Section 13(3) makes the change complete only when the Registrar issues the fresh certificate. Until that certificate, the company keeps the name on the existing certificate. After it, every copy of the memorandum and of the articles that the company issues carries the new name.
What is reserved first?
The board proposes a name and the name is reserved on the Ministry portal. A name is not reserved if it is identical with, or too nearly resembles, an existing company or limited liability partnership, or a registered trade mark. A name that suggests a connection with the Central or a State Government needs that government’s earlier approval.
The reservation lasts for the period the portal states on the approval. The special resolution and Form INC-24 are filed while that reservation still stands. The checks are the same kind of check used when a private limited company is incorporated.
Which forms follow the resolution?
The members pass a special resolution to change the name and to alter the memorandum and the articles. Form MGT-14 files that resolution within 30 days. Form INC-24 then seeks the Central Government’s approval and is filed with the altered memorandum and articles, the notice, and the reservation.
Adding or dropping the word “Private”, because the company is converting, is not this application. That filing follows the conversion of a private company into a public company. The name-change page sets out the five steps for a change of the name itself.
What continues under the new name?
The company continues. The fresh certificate records the new name. It does not create a new company, and the liabilities stay with the same company. Letterheads, bank records, and the application to correct the name on the permanent account number are updated after the certificate. A change of the office address is a separate filing, on the registered-office page.
Frequently asked questions
Four questions cover the meeting date, the company number, the word Private, and the reservation period.
Does the meeting date change the name?
No. The special resolution authorises the change. The name changes when the Registrar issues the fresh certificate of incorporation.
Does the company receive a new CIN?
No. The company continues. The fresh certificate records the new name. The liabilities continue with the company.
Is dropping the word Private this application?
No. Adding or dropping “Private” because the company converts between a private and a public company follows the conversion forms, not INC-24.
How long is a reserved name held?
For the period the Ministry system states on the reservation. The special resolution and INC-24 are filed inside that period.
Sources
Section 13 of the Companies Act, 2013 changes the name. The fresh certificate is what makes the change effective.