Even though you have settled for a company name from the onset, there may be reasons to change the company name as time passes. The company may be repurposed to do other activities or a more suitable name may come to mind later. Whatever the case, companies, in general, are allowed to make changes to their names.
Here is a step-by-step guide to changing a company’s name.
Step 1: Choosing a name that is available and appropriate
The company will need to submit the name change application under a “Change in company information” application with the Accounting and Corporate Regulatory Authority (ACRA) through BizFile+ for the approval of the proposed name.
According to section 27 of the Companies Act, the proposed name must not be
b) identical to the name of any other company, limited liability partnership, limited partnership or corporation or to any registered business name
c) identical to a name reserved under subsection (12B), subsection (12B) as applied by section 357(2), or section 378(15), section 16 of the Business Names Registration Act 2014, section 23(4) of the Limited Liability Partnerships Act 2005, section 17(4) of the Limited Partnerships Act 2008, subsection (12B) as applied by section 21(8) of the VCC Act, or subsection (12B) as applied by section 133(2) of the VCC Act (Essentially this means that the proposed name cannot be identical to a name reserved by another company or business.
d) a name of a kind that the Minister has directed the Registrar not to accept for registration.
Step 2: Passing a special resolution for the change of company name
Upon ACRA’s approval for the proposed new company name, a special resolution will need to be passed and filed with ACRA.
To obtain this special resolution in writing, a general meeting (usually an extraordinary general meeting) will need to be convened.
A meeting date must be set and a notice for the meeting must be sent out to all shareholders.
For private companies, 14 days’ written notice is required.
For public companies, 21 days’ written notice is required.
The meeting can be held at a shorter notice if the members holding at least 95% of the voting rights agree to do so.
Once the special resolution has been obtained, a copy of the resolution has to be submitted to ACRA within 14 days. Only upon filing of this resolution with ACRA will the company’s name change take place. The company will obtain a notice of incorporation under its new name. The name change is effective from the moment the notice is issued.
Step 3: Making the relevant changes
Now that the company’s name has been changed, the company should replace the former name with its new name on places like its website, signage, social media accounts, marketing collaterals and any other relevant platforms. It should also have a new company stamp and company seal made for its new name.
There is no need to inform relevant government agencies like the Inland Revenue Authority of Singapore (IRAS) and the Central Provident Fund (CPF) board. The name change should occur across all government platforms. Of course, if there are any discrepancies, you should inform the relevant agencies of the change.
Points to take note of:
The company’s previous name will still be reflected when you purchase the business profile. It will state “formerly known as [previous company name]”. However, when you write the company’s name on documents, you will only need to state the new company name and will not need to include “formerly known as [previous company name]”. The business profile will always reflect the last name the company was known as.
Changing a company name can be tedious and to some, complicated.
If you are unsure of how your company can change its name, you can contact an experienced ACRA Filing Agent or seek legal advice.
The editorial team at Singapore Secretary Services