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Board Resolution for Change of Name of Company
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors of the Company
________________
CIN: ________________
Registered Office: ________________
Date of Meeting: __________
Time: ______ (Hours)
Venue: Registered Office of the Company at ________________
SUBJECT: CHANGE OF NAME OF THE COMPANY
"RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions of the Companies Act, 2013 and the rules framed thereunder (including any statutory modification or re-enactment thereof for the time being in force), and subject to the approval of the Registrar of Companies and/or any other competent authority as may be required, and subject further to the approval of the members of the Company by way of special resolution, the consent of the Board of Directors be and is hereby accorded to change the existing name of the Company from "________________" to "________________", or such other name as may be approved by the Registrar of Companies."
"RESOLVED FURTHER THAT any Director of the Company, either individually or jointly, be and is hereby authorised to make the necessary application for obtaining approval for the change of name from the Registrar of Companies or any other authority as may be required, and to sign, execute, and submit all such forms, documents, applications, and papers as may be necessary or expedient for the purpose of giving effect to the aforesaid resolution."
"RESOLVED FURTHER THAT upon receipt of approval from the Registrar of Companies, the Directors be and are hereby authorised to convene an Extraordinary General Meeting or seek approval through postal ballot to obtain the consent of the members by way of special resolution for the change of name of the Company."
"RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all such acts, deeds, matters, and things as may be necessary, proper, or expedient to give effect to the above resolutions and to comply with all statutory and regulatory requirements in connection therewith."
For ________________
Signature: _________________________
Name:
Designation:
DIN:
Date:
Place:
Board Resolution for Change of Name of Company
Professional Format Guide for Indian Companies
Introduction
A Board Resolution for Change of Name of Company is a formal corporate document that records the decision of the Board of Directors to initiate the process of changing the company's existing name. Under the Companies Act, 2013, a company may change its name for various strategic, commercial, or branding reasons. However, this change requires a structured approval process that begins with the Board of Directors passing a resolution to recommend the name change and subsequently seeking approval from the shareholders through a special resolution.
This board resolution serves as the foundational document that authorises the company to file an application with the Registrar of Companies (ROC) for approval of the proposed new name. The resolution must be filed with the Ministry of Corporate Affairs (MCA) along with the prescribed forms. Directors, company secretaries, and compliance officers involved in corporate restructuring or rebranding exercises commonly require this document to ensure procedural compliance with statutory requirements.
Benefits of Using a Standard Format
Utilising a professionally drafted board resolution format ensures that all essential elements required by the Companies Act are accurately captured. A standardised template minimises the risk of procedural errors, expedites the documentation process, and facilitates smooth filing with the Registrar of Companies. This approach supports timely compliance and reduces the likelihood of rejection or queries from regulatory authorities.
Relevance to Company Registration Records
A change in company name requires updating all statutory records maintained with the MCA. Once the new name is approved and the amended Certificate of Incorporation is issued, the company must update its records across all regulatory filings, including GST Registration certificates, bank accounts, contracts, and other legal documents.
The company's letterhead, signage, and official correspondence must also reflect the new name. Ensuring accuracy in the board resolution is essential to avoid discrepancies in subsequent filings and registrations.
Board Resolution for Change of Name of Company - Sample Format
Company Name: _______________________________________
CIN: _______________________________________
Registered Office Address: _______________________________________
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors held on ________ (Date) at ________ (Time) at the Registered Office of the Company at ________ (Address)
SUBJECT: CHANGE OF NAME OF THE COMPANY
"RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions of the Companies Act, 2013 and the rules framed thereunder (including any statutory modification or re-enactment thereof for the time being in force), and subject to the approval of the Registrar of Companies and/or any other competent authority as may be required, and subject further to the approval of the members of the Company by way of special resolution, the consent of the Board of Directors be and is hereby accorded to change the existing name of the Company from "_______________________________________" (Existing Name of the Company) to "_______________________________________" (Proposed Name of the Company), or such other name as may be approved by the Registrar of Companies."
"RESOLVED FURTHER THAT any Director of the Company, either individually or jointly, be and is hereby authorised to make the necessary application for obtaining approval for the change of name from the Registrar of Companies or any other authority as may be required, and to sign, execute, and submit all such forms, documents, applications, and papers as may be necessary or expedient for the purpose of giving effect to the aforesaid resolution."
"RESOLVED FURTHER THAT upon receipt of approval from the Registrar of Companies, the Directors be and are hereby authorised to convene an Extraordinary General Meeting or seek approval through postal ballot to obtain the consent of the members by way of special resolution for the change of name of the Company."
"RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all such acts, deeds, matters, and things as may be necessary, proper, or expedient to give effect to the above resolutions and to comply with all statutory and regulatory requirements in connection therewith."
For _________________________________ (Company Name)
Signature: _______________________________________
Name: _______________________________________
Designation: _______________________________________
DIN: _______________________________________
Date: _______________________________________
Place: _______________________________________
Frequently Asked Questions
1. What is the board resolution format for changing the name of the company?
A board resolution for changing the company name is a formal document recording the Board of Directors' decision to initiate the name change process. It typically includes the existing company name, proposed new name, reference to applicable provisions of the Companies Act 2013, authorisation for directors to file necessary applications with the Registrar of Companies, and the signature of an authorised signatory with their DIN and designation.
2. How to write a board resolution for changing the name of the company?
To draft a board resolution for name change, begin with the company details including name, CIN, and registered address. State the date, time, and venue of the board meeting. Include resolution clauses that reference Section 13 of the Companies Act, 2013, specify both the existing and proposed names, and authorise directors to file applications with the ROC. Conclude with the signature block containing the authorised signatory's name, designation, and DIN.
3. Is the signature of all directors mandatory on the board resolution for name change?
No, the signature of all directors is not mandatory on the board resolution. The resolution must be signed by an authorised signatory, typically the Chairperson of the meeting or a director authorised by the Board. However, the minutes of the board meeting should record the attendance and consent of directors who participated in the meeting and approved the resolution.
4. Does the board resolution for change of name need to be certified by a professional?
When filing the board resolution with the Registrar of Companies through the MCA portal, certain forms may require certification by a practising professional such as a Company Secretary, Chartered Accountant, or Cost Accountant. The requirement for professional certification depends on the specific form being filed and the applicable rules. It is advisable to consult with a qualified professional to determine the certification requirements for your specific filing.