While setting up a private limited company and registering with ROC, businesspersons need to select a suitable name. The name selection process is crucial for every business as it reflects the primary objective of its existence. However, situations may arise when a private limited company needs to change the company name. The name changing process is as stringent as name selection. 

Businesspersons willing to change company name and looking for ways to do the same can find this piece very helpful. So, keep reading!

Businesspersons can change the name of a company at any point in time. Here, they have to take the approval of shareholders and MCA (Ministry of Corporate Affairs) and conduct the name changing process online. Remember, the name changing process has nothing to do with its legal entity or its existence as a corporate entity.  

Follow the steps mentioned below to change the name of a private limited company.

Step 1: Pass a Board Resolution

Members must arrange a board meeting and pass a resolution for changing name of a private limited company. It is necessary to authorise a Director or Company Secretary for making an application to MCA regarding the availability of the proposed company name.

Step 2: Check Availability of Company Name  

After successfully passing the board resolution, the authorised person, i.e. Director, must make an application to MCA. The name changing process is similar to the name selection process during registration/incorporation. Therefore, the name search must follow the rules stated in the Companies Act 2013 Naming Guidelines.     

Step 3: Pass Special Resolution

Once MCA approves the proposed name, the private limited company must call for an ‘extraordinary general meeting’. After that, that company must pass a special resolution for changing name and do the same in Memorandum of Association (MoA) and Articles of Association (AoA).  

Step 4: Apply to Register 

The process for change of company name  includes making an application to Registrar. Once the special resolution is passed, members of that private limited company must file the special resolution and application for company name change approval with ROC (Registrar of Companies) within 30 days. For this, members must make an application in Form 1B and pay the required fees.

Step 5: Issuance of New Incorporation Certificate 

After verifying documents, ROC will issue a new Certificate of Incorporation.

Step 6: Incorporate New Company Name in MoA and AoA

At this stage, after receiving approval from ROC, a concerned person of that private limited company must incorporate a new company name in all copies of Memorandum of Association (MoA) and Articles of Association (AoA).

All the steps mentioned above thoroughly answer the question of how to change the name of the company (private limited company). 

Members of a private limited company can successfully complete the process only when they know the dos and don’ts of selecting a suitable name. 

For this, having a comprehensive knowledge of the regulations of naming a Pvt. Ltd. company is essential. The following section discusses the guidelines for naming a private limited company. Stay tuned!

Following are the different guidelines for naming a Pvt. Ltd. company in India.

1. Proposed Name Should Not Be Similar With Already Existing Name

To find out whether the proposed name is similar or identical with the already existing name; different tests are conducted. ROC will reject the name of the proposed company name if:

• Is in the Plural Version as It Does Not Make a Name Unique

For instance, if “Acme Gear Private Limited Company” converts to “Acme Gears Private Limited Company.”

• Changes Types and Cases of Letters, Tenses, Special Characters, Punctuation Marks or Uses Different Spacing Amidst Letters

For instance, if “Acme Gear Private Limited Company” converts to “ACME Gear Private Limited Company” or “AcmeGear Pvt. Ltd Company” or “Acme-Gear Private Limited Company.”

• Joins the Words or Separates Them

For instance, if “Acme Gear Private Limited Company” converts to “AC ME Gear Private Limited Company” or “ACMEGEAR Private Limited Company.”   

• Contains Different Spelling or a Spelling Variation

For instance, if “P.Q. Industries Limited” converts to “P and Q Industries Limited” or “Pee Que Industries Limited” or “P n Q Industries Limited or “P & Q Industries Limited.”

• Uses Misspelt Words Intentionally

For instance, if “Fast Movies Limited” converts to “Faast Movies Limited.”

• Uses Different Tenses or Numbers of the Same Word

For instance, if “Acme One Gear Private Limited Company” converts to “Acme’s One Gear Private Limited Company” or “Acme 1 Gear Private Limited Company.”

• Adds Internet-related Designated Words

For instance, if “Fast Movies Limited” converts to “FastMovies.com Limited” or “FastMovies Dot Com Limited”

• Adds Place Name 

For instance, if “Fast Movies Limited” converts to “Fast Movies India Limited.”

• Uses the Same Words Different in a Combination 

For instance, if “Builders and Contractors Limited” converts to “Contractors and Builders Limited.”

• Uses Translated Version of a Word

For instance, if “National Electricity Corporation Ltd.” converts to ‘’Rashtriya Vidyut Nigam Ltd.’’

2. Proposed Name Should Not Be Undesirable

The proposed name will be thought of as undesirable if it violates the following things or conditions:

• Emblems and Name Act 

The proposed name must follow regulations specified in section 3 of the Emblems Act 1950.

• Non-usage of Offensive Words

The proposed company name must not include offensive words.

• Trademarks 

The proposed name must not violate a registered Trademark or a trademark in the middle of an application process.

3. Other Conditions

There are certain other conditions that the proposed company name must follow. These are as follows:

• The proposed name should align with the objective of a private limited company as stated in the MoA.
• It should not include words that indicate a different category of legal person or business constitution or any connotation thereof. For instance, co-operative, society, partnership, HUF, proprietor, sehkari, trust, LLP, firm, PLC, Inc., Sdn, GmbH, SA, AG, PTE, etc.
• The name should not imply association or connection with embassy or consulate or a foreign government.
• A private limited company involved in financial activities must add words indicative of such financial activities. For instance, the proposed company name must include words like Investment or Loan. 
• Names containing words like “British India’’ are not allowed.
• The proposed company name should not be identical to another name that dissolved due to liquidation proceedings. To be able to use the dissolved name after liquidation, one has to wait for two years.
• The name must not imply a national hero’s patronage or that of any individual held highly or important personages who hold significant positions in Government.
• The name should not contain a vague or abbreviated name. For instance, “ABC Limited” or “BMC Limited”, where the abbreviation BMC stands for the name of promoters - Bheem, Manoj and Chandra.
• The proposed name must not be identical with an existing Limited Liability Partnership name.
• It should not closely match with a company name that is removed from the list of registered companies.
• The company name must submit an application to the respective authority and get Regulator approval for using words like ‘Stock Exchange’, ‘Insurance’, ‘Bank’, ‘Nidhi’, ‘Mutual fund’, ‘Venture Capital’, ‘Asset Management, etc.
• Using words like ‘State’ can occur only in the case of Government companies.
• Company names must not include generic words like the name of a country, continent, state, cities. For instance, Germany Limited, Kolkata Limited, or use generic names like Cotton Textile Mills Ltd. or Silk Manufacturing Ltd. etc.
• Company names including names of foreign countries or cities in any foreign country must provide justification of using such name by producing proof of business relation with such country. For instance, they need to submit a MoA with a firm of such a country.
• To include words like Board, Commission, National, Union, Central, Federal, Republic, President, Rashtrapati, Authority, Development Authority, Prime Minister or Chief Minister, Minister, Nation, Undertaking, Small Scale Industries, Khadi and Village Industries Corporation, Financial, forest, Municipal, Panchayat, Forest corporation, Development Scheme, Statute or Statutory, Court or Judiciary, Governor, Development Scheme in a company name, one must get Government approval. Remember, using words like Scheme with Government, State, India, Bharat or any authority or resemblance with Schemes launched by Government or equivalent authority must be avoided.  

The detailed discussion on how to change a company name and guidelines of selecting a name for a private limited company will help members do the process easily. So, complete the process without any delay!