Rectification of Name of Company
Under the Companies Act, 2013, every company must have a unique and non-infringing name. If, after incorporation, it is found that the name of the company is identical with or too closely resembles the name of an existing company or violates a registered trademark, the Central Government (via the Registrar of Companies – ROC) may direct the company to rectify its name.
🔁 When is Rectification Required?
✔️ Company name is similar to an existing registered company.
✔️Company name violates a registered trademark.
✔️Company name causes public confusion or legal objections.
✔️Complaint is raised by an aggrieved party (company or trademark holder).
⚙️ Step-by-Step Process for Rectification of Name
🔹 Step 1: Direction from ROC/Central Government
✅ ROC issues a notice under Section 16(1), directing rectification of the name.
✅ This must be done within 3 years of company incorporation.
🔹 Step 2: Comply within 3 Months
✅ Company is legally bound to comply within 3 months of receipt of the order.
🔹 Step 3: Board Meeting
Conduct a Board Meeting to:
✅ Consider the name change.
✅ Authorize directors to apply for name reservation and call an EGM.
🔹 Step 4: Name Reservation Application
✅ Apply through the RUN service on MCA portal for a new company name.
✅ Ensure it complies with naming rules under Rule 8.
🔹 Step 5: Pass Special Resolution in EGM
👉 Convene an Extra-Ordinary General Meeting (EGM).
👉Pass a Special Resolution for:
1. Alteration of company name,
2. Amendment of Memorandum of Association (MOA),
3. Amendment of Articles of Association (AOA).
🔹 Step 6: File Required Forms
1. Form MGT-14 – For filing the special resolution (within 30 days).
2. Form INC-24 – For approval of change in name by Central Government.
📄 Documents Required
Here’s a comprehensive list of documents required for the name rectification process:
✅ For RUN (Name Reservation):
🔸Copy of Board Resolution authorizing name change.
🔸Proposed name(s) (maximum 2 choices).
🔸Reason for name change / reference to ROC direction.
✅ For MGT-14:
🔸Certified copy of Special Resolution passed in EGM.
🔸Notice of EGM along with Explanatory Statement (under Section 102).
🔸Altered MOA and AOA reflecting the new name.
🔸Board Resolution for conducting EGM and authorizing the filing.
✅ For INC-24:
🔸 Copy of ROC’s direction under Section 16.
🔸Minutes of the EGM approving name change.
🔸Copy of altered MOA and AOA.
🔸Copy of MGT-14 acknowledgment.
🔸List of directors and shareholders.
🔸Copy of Name Approval Letter from RUN.
📜 Issuance of Fresh Certificate
After approval, ROC will:
👉 Issue a Fresh Certificate of Incorporation with the new name.
⚠️ Penalty for Non-Compliance
👉If the company fails to rectify the name within 3 months:
🔸 ROC may allot a new name (usually the CIN + random string).
🔸The company will have to use that name until it voluntarily changes it.
🔸Penalties may be levied for continued default.