To Approve Change of Name of the Company

The Chairman informed the Board that, over the past several months, the Company’s business model, brand positioning, and long-term strategic goals have evolved significantly. As a result, the existing name of the Company no longer accurately reflects its operations, market identity, or future direction. He highlighted that the proposed new name — “_________________________” — aligns more closely with the Company’s revised business strategy, enhances brand recognition, and better resonates with customers, partners, and potential investors.

The Board noted that a preliminary search for name availability was carried out using the MCA V3 portal, and the proposed name appears to be distinct and compliant with Rule 8 of the Companies (Incorporation) Rules, 2014. The Company Secretary presented the following documents placed before the Board:

Name availability search screenshots
Draft application for reservation of name (RUN/SPICe+ Part A)
Comparative analysis of existing trademarks to avoid infringement
AOA and MOA extracts requiring alteration under Sections 13 and 4 of the Companies Act, 2013

The Chairman further observed that the change of name is subject to the approval of the shareholders by special resolution and the subsequent approval of the Registrar of Companies and, where applicable, the Central Government. He requested the Board to deliberate on the proposal.

With this context placed before the Board, the Chairman invited the Directors to share their views and deliberate on the proposed change of name.

Board’s Deliberation on the Proposal

Chairman: “Colleagues, our existing name does not reflect our expanded business activities. The proposed name aligns more closely with the identity we want to build. I invite your comments.”

Director 1: “The proposed name is distinctive and strategically aligned. Has the Company Secretary verified availability on MCA and checked for trademark conflicts?”

Company Secretary: “Yes, the preliminary search on MCA shows no similar names in the same class. A basic trademark search was also conducted to avoid conflicts.”

Director 2: “Will the change have any impact on existing contracts or regulatory registrations?”

Company Secretary: “No change to obligations, but post-approval, we must update GST, bank accounts, licences, PAN, and all statutory registrations. We will also notify partners and stakeholders.”

Director 3: “We should clearly communicate the rebranding to customers. Operational continuity is critical.”

Chairman: “Agreed. If there are no further comments, I propose that we approve the change of name and proceed with filing for name reservation.”

(All Directors express consent.)

Formal Board Resolution Text

“RESOLVED THAT pursuant to the provisions of Sections 13, 4, 14, and other applicable provisions of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014, and subject to the approval of the shareholders and the Registrar of Companies, consent of the Board be and is hereby accorded for changing the name of the Company from “_________________________” to “_________________________” or such other name as may be approved by the Ministry of Corporate Affairs.

RESOLVED FURTHER THAT the Board hereby authorises the filing of an application for reservation of the proposed name through RUN/SPICe+ Part A, and on approval, to place the proposed name change before the shareholders for their approval by special resolution.

RESOLVED FURTHER THAT upon approval of the shareholders, the draft Alteration of Name Clause in the Memorandum of Association (MOA) and corresponding changes in the Articles of Association (AOA) be submitted to the Registrar of Companies through Form MGT-14 and Form INC-24, as applicable.

RESOLVED FURTHER THAT Mr./Ms. ____________________, Company Secretary/Director, be and is hereby authorised to sign and submit all necessary forms, documents, declarations, and applications with the Ministry of Corporate Affairs, and to take all such steps as may be necessary for giving effect to the above resolution.

RESOLVED FURTHER THAT upon receipt of the fresh Certificate of Incorporation, the Company shall update its name on all statutory records, registrations, licences, stationery, signages, website, agreements, and communication materials.”

Chairman’s Declaration

The Chairman declared that the resolution for proposing the change of name of the Company was passed unanimously, with all Directors voting in favour. No Director abstained or expressed dissent.

Compliance & Filing Guide

1. When a Company Needs to Change Its Name

A company typically undertakes a name change when its existing name no longer reflects its business model, brand identity, or expansion strategy. Rebranding, diversification, investor requirement, or legal conflicts (including trademark disputes) often prompt the need for a new name. A Board Resolution is the first formal step, followed by shareholder approval and approval from the Registrar of Companies.

2. Legal Framework for Name Change

The process is governed by Sections 13 and 4 of the Companies Act, 2013 along with Rule 29 of the Companies (Incorporation) Rules, 2014. A company may change its name only after obtaining:

Board approval
Name reservation approval from MCA
Special resolution from shareholders
ROC approval in Form INC-24

The MOA and AOA must be altered accordingly, and Secretarial Standard-1 requires detailed recording of the background, deliberation, documents placed before the Board, and authority to proceed.

3. Core Elements of a Well-Drafted Board Resolution

A Board Resolution for name change must articulate the legal basis, specify the proposed new name, and authorise the Company Secretary or a Director to file the name reservation application. It should record that the change is subject to shareholder and regulatory approval and must authorise filing of MGT-14 and INC-24. A clear statement directing post-approval updates to statutory records brings completeness to the resolution.

4. Documentation Required Before Initiating the Process

Before placing the matter before the Board, the Company should conduct a thorough MCA name availability search, check for trademark conflicts, and prepare a draft RUN/SPICe+ Part A application. The existing MOA and AOA must be reviewed to confirm alteration requirements. A brief internal note explaining the strategic intent behind the name change ensures SS-1 compliance and supports informed decision-making by Directors.

5. Filing Requirements After Board Approval

Once the Board approves the proposal, the Company must file for name reservation and, upon approval, convene a general meeting to pass a special resolution. The special resolution must be filed in Form MGT-14, followed by submission of Form INC-24 seeking ROC approval for the name change. Upon issuance of the fresh Certificate of Incorporation, the Company must update its name across statutory registrations, GST, PAN, bank accounts, licences, website, letterheads, seals, and communication materials.

6. Common Mistakes and How to Avoid Them

Companies often fail to verify name availability or trademark conflicts, leading to rejection of applications. Another common mistake is filing INC-24 without first filing MGT-14, resulting in resubmission or delays. Many organisations update their external branding but forget statutory registers, bank records, and licences. Detailed documentation under SS-1, including the background and deliberation, is sometimes overlooked, which weakens the governance trail.

FREQUENTLY ASKED QUESTIONS

Is shareholder approval mandatory for a name change?

Yes. Alteration of the name clause in the Memorandum of Association is a fundamental change to the company’s constitution and can only be effected with shareholder approval by way of a special resolution. In practice the Board first passes a resolution to propose the change and seeks name reservation from the Registrar of Companies; once the name is reserved the company convenes a general meeting (EGM or AGM) where members vote on a special resolution to alter the MOA. Passing the special resolution creates the statutory authority to apply to the ROC (via Form INC-24) for a fresh Certificate of Incorporation reflecting the new name. From a governance perspective, recording the rationale for the change, the documents placed before the members, and the shareholders’ approval in the minutes is essential to comply with SS-1 and to create a clear audit trail.

Can the ROC reject a proposed name even after reservation?

Yes. Reservation on RUN/SPICe+ or a tentative acceptance by the ROC is not an absolute guarantee that INC-24 will be approved. When the ROC examines the INC-24 application it undertakes a substantive review: this includes checking for conflict with existing company names, similarity to other registered entities, potential trademark conflicts, and whether the proposed name uses any restricted or sensitive words. If any of these issues surface during the INC-24 scrutiny, the ROC can require clarifications, ask for modifications, or reject the application. Practically, this is why companies should complement MCA name availability checks with a meaningful trademark clearance and consider alternative name options before calling the shareholders’ meeting—doing so reduces the risk of delay and rework.

Does the name change affect existing contracts?

No — a change of name does not nullify or alter the company’s contractual rights and obligations. Legally the company continues to be the same corporate entity; only its name changes. However, operationally and commercially you must notify all counterparties and where necessary execute simple amendments or notices to reflect the new name (for example, with banks, major suppliers, lenders, customers, and service providers). Some contracts contain change-of-name clauses that require formal notice or even execution of a novation/amendment — those should be reviewed and actioned. In short: contractual continuity is automatic, but practical steps to update records and avoid confusion are mandatory.

Is Central Government approval required?

Central Government approval is required only in limited, specific circumstances. Examples include cases where the original name or the proposed name involves words or expressions that are reserved, protected, or require prior sanction by a Central authority (for instance, words implying connection with the Government, or names that were specially permitted by the Central Government at incorporation). Also, if the company’s incorporation or prior name change itself had been subject to Central Government approval, the ROC may refer the new proposal for the same clearance. For the typical private or public company rebranding for commercial reasons, Central Government approval is not necessary; nonetheless, you should confirm whether any licences, sectoral regulators, or prior governmental permissions attach conditions to the company’s name before proceeding.

When can the Company start using the new name?

The company may commence use of the new name only after the Registrar of Companies issues the fresh Certificate of Incorporation evidencing the name change. Until that certificate is received, the company should not hold itself out to the public under the new name in official documents, letterhead, statutory registers, bank accounts, or legal notices. The effective date of the name change is the date specified in the Certificate of Incorporation; from that date the company must systematically update statutory registers, PAN/GST records, bank mandates, licences, digital properties, signage and all contractual documents. As a practical matter, communications planning is important: prepare stakeholder notice templates, a compliance checklist for statutory updates, and a timeline so that external-facing materials switch to the new brand only once you have the ROC certificate in hand.