INC-24: How to Change Your Company's Name Through This Essential Form

Shakespeare famously wrote, "What's in a name?" But for a company, its name is more than just a label – it's a crucial part of its identity, brand, and legal existence. As your business evolves, you may find that your original company name no longer aligns with your vision, mission, or market positioning. That's where INC-24 comes in.

In this comprehensive guide, we'll demystify INC-24 and walk you through the process of changing your company's name step by step. We'll cover the legal requirements, practical considerations, and potential pitfalls to watch out for. By the end of this post, you'll have a clear roadmap for navigating this essential compliance task with confidence.

What is INC-24?

INC-24 is the form prescribed under the Companies Act, 2013 for changing a company's name. It's the official application that a company must file with the Registrar of Companies (ROC) to seek approval for a name change.

Think of it like this: when an individual wants to change their legal name, they must follow a specific procedure, which usually involves filing a petition with a court and publishing a notice in a newspaper. Similarly, for a company to change its name, it must follow the procedure laid down in the Companies Act, which involves filing INC-24 with the ROC.

But why would a company want to change its name in the first place? There could be several reasons:

• The current name is too similar to an existing company's name, leading to confusion in the market

• The company has pivoted its business model or product offerings, and the old name no longer reflects its new direction

• The company has undergone a merger, acquisition, or restructuring, necessitating a name change

• The current name has negative connotations or has been tarnished by a scandal or legal dispute

• The company wants to rebrand itself to appeal to a new market or demographic

  
  

Whatever the reason, changing a company's name is a significant decision that requires careful consideration and planning. It's not just a matter of filing a form – it has far-reaching implications for the company's identity, brand, and operations.

Step-by-Step Guide to Filing INC-24

Now that we understand what INC-24 is and why it's important, let's dive into the nitty-gritty of how to file it. Here's a step-by-step guide to changing your company's name using INC-24:

Step 1: Check Name Availability

Before you can apply for a name change, you need to ensure that the proposed new name is available and not already taken by another company. You can check name availability by using the RUN (Reserve Unique Name) service on the Ministry of Corporate Affairs (MCA) portal.

To use RUN, you need to have a valid Digital Signature Certificate (DSC) and be registered on the MCA portal. You can then search for the proposed name and see if it's available for registration.

Keep in mind that the proposed name should not be too similar to an existing company's name and should comply with the naming guidelines prescribed in the Companies Act. For example, the name should not contain words like "bank," "stock exchange," or "insurance" unless the company has obtained prior approval from the relevant regulatory authority.

Step 2: Pass a Board Resolution

Once you've identified an available name, the next step is to pass a board resolution approving the name change. The resolution should be passed at a duly convened meeting of the company's board of directors and should specify the reasons for the name change.

Here's a sample board resolution for a name change:

"RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions, if any, of the Companies Act, 2013, and subject to the approval of the Central Government, the name of the Company be changed from [old name] to [new name].

RESOLVED FURTHER THAT the Directors of the Company be and are hereby severally authorized to do all such acts, deeds, and things as may be necessary or expedient to give effect to this resolution."

Step 3: Obtain Shareholders' Approval (if required)

Depending on your company's constitution and the provisions of the Companies Act, you may also need to obtain the approval of shareholders for the name change. This is typically done through a special resolution passed at a general meeting of the company.

A special resolution requires a 75% majority of the votes cast by shareholders present and voting at the meeting. The notice of the meeting should clearly state the intention to change the company's name and the reasons for the same.

Step 4: File INC-24 with the ROC

With the board resolution and shareholders' approval (if required) in hand, you can now file INC-24 with the ROC. The form can be filed online through the MCA portal, and you'll need to attach the following documents:

• Certified copy of the board resolution approving the name change

• Certified copy of the special resolution of shareholders approving the name change (if applicable)

• Copy of the new Memorandum of Association and Articles of Association with the proposed new name

• Affidavit from a director or company secretary confirming compliance with the provisions of the Companies Act and rules thereunder

• Proof of payment of the requisite filing fee

  
  

Once you've submitted INC-24 online, the ROC will scrutinize the application and may raise queries or objections if there are any deficiencies or non-compliances. You'll need to address these queries and resubmit the form with the necessary corrections.

Step 5: Obtain Central Government Approval

After the ROC has approved the name change, the application will be forwarded to the Central Government for final approval. The Central Government will publish a notice in the Official Gazette, inviting objections from any person or entity that may be affected by the proposed name change.

If no objections are received within the prescribed time period (usually 30 days), the Central Government will grant its approval for the name change. The ROC will then issue a fresh Certificate of Incorporation with the new name, which will serve as conclusive evidence of the name change.

Legal and Practical Implications of a Name Change

Changing your company's name is not just a paperwork exercise – it has significant legal and practical implications that you need to be aware of. Here are some key considerations:

Updating Contracts and Agreements

Any contracts, agreements, or legal documents that your company has entered into under its old name will need to be updated to reflect the new name. This includes employment contracts, lease agreements, supplier contracts, loan agreements, and more.

It's important to review all your existing contracts and notify your counterparties of the name change. You may need to execute fresh agreements or addendums to formalize the name change.

Updating Licenses and Registrations

Your company may hold various licenses, permits, and registrations issued by government authorities, such as GST registration, import-export code, factory license, and so on. These will need to be updated with the new name.

You'll need to notify the relevant authorities of the name change and apply for fresh certificates or endorsements. This process can be time-consuming and may require submitting additional documents, so it's important to plan ahead.

Rebranding and Marketing

A name change is also an opportunity to refresh your company's brand identity and marketing collateral. You'll need to update your logo, website, business cards, letterheads, product packaging, and any other materials that bear your old name.

This can be a significant undertaking, especially if you have a large inventory of branded items. You'll need to budget for the cost of rebranding and plan a phased rollout of the new identity.

Communicating with Stakeholders

Finally, you'll need to communicate the name change to all your stakeholders, including customers, suppliers, investors, employees, and the general public. This can be done through a press release, email announcement, social media post, or other channels.

It's important to explain the reasons behind the name change and reassure your stakeholders that it will not affect your company's operations, products, or services. You may also need to update your email addresses, phone numbers, and other contact details to reflect the new name.

Exercise: Identifying Touchpoints for a Name Change

To help you plan for a name change, try this exercise: make a list of all the touchpoints where your company's name appears, both internally and externally. This could include:

• Business cards and stationery

• Marketing collateral (brochures, flyers, posters)

• Product packaging and labels

• Website and social media profiles

• Email signatures and correspondence

• Contracts and legal documents

• Licenses and registrations

• Bank accounts and financial instruments

• Employee identification cards and uniforms

• Office signage and branding

  
  

Once you have a comprehensive list, prioritize the items based on their importance and urgency. This will give you a roadmap for updating your company's identity across all touchpoints.

How Fiscal Flow Can Help

Changing your company's name can be a complex and time-consuming process, especially if you're not familiar with the legal requirements and procedural nuances. That's where Fiscal Flow comes in.

As a leading provider of corporate compliance services in India, Fiscal Flow has extensive experience in helping companies navigate the name change process. Our team of expert chartered accountants, company secretaries, and legal professionals can assist you with:

• Checking name availability and reserving a unique name through RUN

• Drafting board resolutions and shareholder resolutions for the name change

• Preparing and filing INC-24 with the ROC, along with all the necessary attachments

• Liaising with the ROC and Central Government to obtain the necessary approvals

• Updating contracts, agreements, and other legal documents to reflect the new name

• Communicating the name change to stakeholders and updating marketing collateral

  
  

With Fiscal Flow by your side, you can rest assured that your company's name change will be handled smoothly, efficiently, and in full compliance with the law. We'll take care of the paperwork and procedural formalities, so you can focus on running your business and reaping the benefits of your new identity.

Conclusion

Changing your company's name is not a decision to be taken lightly – it's a strategic move that can have far-reaching implications for your brand, reputation, and operations. But with proper planning, execution, and expert guidance, it can also be an opportunity to reinvent your company and position it for future growth.

INC-24 is the key to unlocking this transformation. By following the step-by-step process outlined in this guide and seeking the support of a trusted compliance partner like Fiscal Flow, you can navigate the name change process with confidence and emerge with a new identity that reflects your company's evolving vision and values.

So if you're considering a name change for your company, don't let the legal complexities hold you back. Take the first step today and contact Fiscal Flow to learn how we can help you turn your rebranding dreams into a reality.

Remember, a rose by any other name may smell as sweet – but for a company, the right name can make all the difference in attracting customers, investors, and talent. Choose wisely, and let Fiscal Flow guide you on the path to a successful name change.