Any company may, by special resolution and subject to the approval of the Registrar of Joint Stock Companies and Firms, change its name. The change of name will not change any rights or obligations of the company, or render defective any legal proceedings by or against the company; and any legal proceedings that might have been continued or commenced against it by its former name may be continued or commenced against it by its new name.
First Step: Selection of a name
The availability of the new proposed name should be check on the website of RJSC. If the name is available, a name clearance should be obtained. Please see this guide for obtaining name clearance.
RJSC might reject the proposed name if the name falls under the following categories:
- if it is identical with or too nearly resembles, the name of an existing company;
- if it contains part or any abbreviation of the name of a government organization and any international organizations.
Second Step: Board Meeting
A board meeting should be held to approve the proposed name. In the same meeting, the board should also call an Extra Ordinary General Meeting as the matter requires approval of the shareholders.
Third Step: Extra Ordinary General Meeting
In the general meeting a special resolution should be passed approving the proposed name. A copy of the resolution passed in the meeting must be filed with RJSC within 15 days of such meeting along with Form VIII.
Forth Step: Application to RJSC
An application should be made to the Registrar for his/her approval to the proposed change of name. There is no prescribed form for such application, a simple application on the letterhead of the company is sufficient.
After the Registrar approve the new name, RJSC will issue a new certificate of Incorporation. However the registration number of the company will not change. The new certificate confirms the change of the name.
After RJSC issues the fresh certificate, the change should be noted in the Memorandum and Articles of Association, all documents, letterheads, seal, sign board etc. The change should be noted in the share certificate.
The company should get licenses, permits etc. amended by changing the new name for the old name therein.