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Board Resolution for Change of Company Name
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors
________________
CIN: ________________
Date of Meeting: __________
Time: __________
SUBJECT: CHANGE OF COMPANY NAME
RESOLVED THAT pursuant to Section 13 of the Companies Act, 2013, consent be accorded to change the name of the Company from:
Existing Name: ________________
to
Proposed New Name: ________________
Signature
Board Resolution for Change of Company Name
Professional Format Guide for Indian Companies
Introduction
A Board Resolution for Change of Company Name is a formal corporate document that records the Board of Directors' consent to change the existing name of the company to a new name. Under Section 13 of the Companies Act, 2013, a company may change its name by passing a special resolution and obtaining approval from the Registrar of Companies. Prior to seeking shareholder approval, the Board must first pass a resolution recommending the name change.
This resolution specifies the existing company name, the proposed new name, and authorises amendments to the Name Clause (Clause 1) of the Memorandum of Association. The document is essential for filing the name change application with the Registrar of Companies and forms part of the documentation required for obtaining the new Certificate of Incorporation. It is commonly required when companies rebrand, merge, restructure, or wish to better reflect their current business activities.
Benefits of Using a Standard Format
Utilising a professionally drafted board resolution format ensures that all statutory requirements under the Companies Act, 2013 are properly addressed. A ready-to-use template saves valuable time during board meetings, reduces the risk of procedural errors, and provides a consistent framework that captures the essential details including existing name, proposed name, and required amendments to the Memorandum of Association. Standardised formats facilitate smoother ROC processing.
Relevance to Company Compliance
Changing a company name is a significant corporate action with multiple compliance implications. Following the name change approval by the ROC and issuance of the new Certificate of Incorporation, the company must update its records with various authorities including banks, GST Registration (amendment to registration), Income Tax department, and other statutory bodies. All documents, letterheads, signage, and contracts should be updated to reflect the new company name.
Board Resolution for Change of Company Name – Sample Format
[To be printed on Company Letterhead]
Company Name: _______________________________
CIN: _______________________________
Registered Office: _______________________________
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors of the Company
Date of Meeting: __.__.______
Time: ______ (Hours)
Venue: Registered Office of the Company
SUBJECT: CHANGE OF COMPANY NAME AND AMENDMENT TO MEMORANDUM OF ASSOCIATION
"RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions of the Companies Act, 2013 and rules framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), and subject to the approval of the members of the Company by way of special resolution and the approval of the Registrar of Companies, the consent of the Board of Directors be and is hereby accorded to change the name of the Company from:
Existing Name: __________________________________________
to
Proposed New Name: __________________________________________
RESOLVED FURTHER THAT upon approval of the name change by the Registrar of Companies, Clause 1 (Name Clause) of the Memorandum of Association of the Company be and is hereby amended and substituted with the following:
"The name of the Company is __________________________________________ (New Name of the Company)."
RESOLVED FURTHER THAT any Director of the Company be and is hereby authorised, on behalf of the Company, to do all such acts, deeds, matters, and things as may be necessary, proper, or desirable to give effect to this resolution..."
For ________________________________________ (Name of the Company)
Signature: _______________________________
Name: _______________________________
Designation: _______________________________
DIN: _______________________________
Date: _______________________________
Place: _______________________________
Frequently Asked Questions
1. What is the board resolution format for changing the name?
The board resolution format should reference Section 13 of the Companies Act, 2013 and include the existing company name, proposed new name, approval for amendment to Clause 1 (Name Clause) of the Memorandum of Association, and authorisation for directors to file necessary applications with the ROC. The resolution is subject to shareholder approval by special resolution and ROC approval.
2. How to write a board resolution for changing the Name?
Begin with company details and meeting particulars. State that pursuant to Section 13, the Board recommends changing the company name from the existing name to the proposed new name, subject to shareholder and ROC approval. Include a clause for amendment to the MOA Name Clause. Authorise directors to file forms, convene EGM for special resolution, and execute necessary documents.
3. Is the signature of all members mandatory on the board resolution format for the name change?
No, signatures of all directors are not mandatory on the board resolution. The resolution is passed by a majority of directors present and voting at a duly convened board meeting where quorum is present. The certified true copy may be signed by a single authorised director or the company secretary. Note that the name change also requires a special resolution from shareholders at a general meeting.
4. Does the Board Resolution for name change need to be certified by a professional?
There is no statutory requirement for the board resolution to be certified by an external professional. The certified true copy may be signed by any director or the company secretary of the company. However, for filing forms with the ROC (such as Form INC-24 for name change), a practising professional such as a Chartered Accountant, Company Secretary, or Cost Accountant may be required to certify.
5. Is the Board resolution for the name change to be on entity letterhead?
While there is no strict legal requirement mandating the use of company letterhead, it is considered standard corporate practice and adds authenticity to the document. Using official letterhead facilitates easy identification and verification by the Registrar of Companies and other stakeholders. Most companies maintain all board resolutions on official letterhead as part of good corporate governance practices.