Change of Company Name
Almost every country has its own unique laws/rules and requirements for change of company name; however, basic procedures regarding change in company name across the jurisdictions are almost the same and commonly understood. In Pakistan, a company name can be changed with the approval of Registrar. A company may either change its name on its own, with the approval of Registrar or on the direction of the Registrar. In case of company seeking to change its name on its own, it may change its name due to any valid reason including the following:
- A company may change its name, if the company, through inadvertence or otherwise, is registered by a name in contravention of the provisions of Section 37 of the Companies Ordinance 1984 (the Ordinance).
2. Many companies adopt new names to express their new identity due to their business development in the national and international arena.
3. If one company is taken over by another company, the members may choose the name of the acquiring company, combine the two old company names, or think up altogether a new name.
4. A change of management may be another reason.
5. If the company intends to carry out some other appropriate/ suitable business.
6. If the existing company name does not match, with the business specified in its memorandum of association.
7. Sometimes the name of a company does not remain attractive in the market, so company seeks to change its name according to new market trends and conditions.
8. Any other given reason/ reasons.
The Registrar may direct a company to change its name if the company, through inadvertence or otherwise, is registered by a name in contravention of the provisions of Section 37 of the Ordinance.
This Articles has been developed to provide overall guidance and also to describe the stepwise procedure for change of name of a company. This is a guide only and must be read with the relevant legislation. You will find the relevant law in
Section 39 of the Ordinance.
This Article has been divided in 3 parts for the convenience of users:
(i) Company’s Internal Procedure
(ii) Application procedure
(iii) Post Submission
Part 1:Company’s Internal Procedure
This part of guide booklet explains the circumstances leading to company name change and company’s internal procedure for changing its name.
- Circumstances of Changing a Company name:
1. Change of name by a company under section 39 of the Ordinance
A company may, if it so desires, change its name with the approval of registrar by adopting procedure as laid down under the law and fulfilling requirements.
2. Change of name by a company on the direction of the Registrar of Companies under section 38 of the Ordinance
A company which, through inadvertence or otherwise, is registered by a name in contravention of the provisions of Section 37 of the Ordinance,
(i) may change its name on its own, and
(ii) shall change its name on the direction of Registrar.
For both the situations, the approval of the Registrar is mandatory.
Other details and stepwise procedure/requirements are given in this guidebook.
- Where approval of registrar is not required for change in a company’s name:
Any change in name of a company involving the deletion or addition as the case may be, of the parenthesis and word “(Private)”, as a result of its conversion from a private limited company into a public company or vice versa, shall not be
deemed as a change of name. In such cases, approval of registrar is not required.
- Step Wise internal procedure for changing name of company:
An application for change of name of a company can be submitted through any of the following two processes.
i. Offline- Manual submission of application.
ii. Online- by using eServices of SECP.
Like many of our online services, online change of name process requires no paper work and enables the company to submit application without visiting SECP. The process involves simple and easy steps for company name change application submission, by using eServices portal.
1. Initial discussion and decision to seek availability of name from the registrar concerned. For offline submission, availability of name application is submitted
2. with challan of Rs. 500/-. For Online submission, fees for seeking availability of name is Rs. 200/-, detailed procedure of which is given at Para E.
3. Approval by the board of directors for change of name of the company.
4. Send at least 21 days notice, to the members for convening of the general meeting Annual General Meeting (AGM) or Extraordinary General Meeting (EOGM). However, shorter period notice with the approval of registrar in case of an emergency affecting the business which is to be transacted in the EOGM, may be given. The draft special resolution for change of name and statement of material facts, shall also be sent along with the said notice to members. In case of a listed company, notice is also required to be published at least in one issue each of a daily newspaper in English language and a daily newspaper in Urdu language having circulation in the Province in which the stock exchange on which the company is listed is situate.
5. Pass special resolution with a majority not less than 3/4th of the members entitled to vote as are present in person or through proxy in the general meeting.
6. File copy of the special resolution on prescribed Form 26 (Format available on SECP website) along with paid challan of prescribed filing fee.
7. Submit application to the registrar concerned through online/off-line.
Part 2:Application Procedure
This part of guide booklet explains the application procedure, relevant documents to be submitted with offline application and stepwise procedure to file online application.
D. Documents to be Submitted with the Offline Application for Change of Company Name:
No specific format of the application is prescribed.