Implications of Changing Your Company’s Name Under SECP and the Companies Act, 2017

Introduction
Changing your company’s legal name in Pakistan is more than a branding decision—it’s a regulated corporate action governed by the Securities and Exchange Commission of Pakistan (SECP) and the Companies Act, 2017. The process involves formal resolutions, filings, legal amendments, and stakeholder communication to ensure full compliance and operational continuity. This guide outlines the key steps, legal implications, and compliance requirements for businesses considering a company name change.


1. Ensuring Compliance with SECP Naming Regulations

Before initiating the name change process, companies must confirm that the new proposed name complies with SECP guidelines. This includes:

  • Checking name availability via the SECP e-Services portal

  • Ensuring the name is not identical or deceptively similar to any existing registered entity

  • Complying with naming restrictions under Section 10 of the Companies Act, 2017

Prohibited Terms: Names suggesting illegal activity, state patronage, or containing restricted terms like “Trust”, “Foundation”, “Bureau”, etc., without permission, will not be approved.


2. Reserving the New Name with SECP

Once a compliant name is selected, submit a Name Reservation Request through SECP’s Company Name Reservation System.

  • Fee: Rs. 200 (for online submission)

  • Validity: Reserved name remains valid for 60 days

  • Upon approval, SECP issues a Name Reservation Certificate


3. Passing a Special Resolution to Approve Name Change

The next step is to amend the company’s Memorandum and Articles of Association to reflect the new name. This requires:

  • Calling an Extraordinary General Meeting (EGM)

  • Passing a Special Resolution under Section 26 of the Companies Act, 2017

  • Notifying shareholders and recording meeting minutes


4. Filing Form 25 with SECP

Post-resolution, the company must submit the following documents to SECP:

  • Form 25 – Notice of Change of Name

  • Copy of Special Resolution

  • Amended Memorandum and Articles of Association

  • Name Reservation Certificate

  • Prescribed Fee via challan

Upon successful review, SECP will issue a Certificate of Incorporation on Change of Name.


5. Updating Legal and Regulatory Records

After receiving approval from SECP, the company must update its name across all legal and operational records, including:

  • Bank accounts

  • Sales tax and income tax records (FBR via IRIS)

  • PRA/SRB and other provincial revenue authorities

  • Utility accounts

  • Business licenses, registrations, and permits

  • Employee contracts and payroll records


6. Reviewing and Amending Existing Contracts

Contracts signed under the old company name remain valid; however:

  • Contractual notifications should be issued to counterparties

  • Addendums or acknowledgments may be signed to reflect the name change

  • Legal advisors should review critical agreements to ensure continuity and enforceability


7. Communicating with Stakeholders

Notify all internal and external stakeholders, including:

  • Clients and vendors

  • Banks and financial institutions

  • Regulatory bodies

  • Auditors and legal counsel

  • Public directories and online platforms

Use official communication letters, email circulars, and press releases where appropriate.


8. Trademark and Intellectual Property Considerations

If the original company name was trademarked:

  • Apply for a new trademark registration under the new name

  • Ensure brand assets—logos, website domains, packaging—are legally protected

  • Coordinate with IPO Pakistan for any IP updates or transfers


9. Branding and Marketing Adjustments

Beyond legal compliance, consider the rebranding implications of the new name:

  • Update all marketing materials, websites, signage, business cards, brochures

  • Notify digital platforms, online directories, and advertising partners

  • Manage brand consistency to avoid customer confusion


10. Tax and Compliance Notifications

  • Update the Federal Board of Revenue (FBR) through the IRIS portal with your new name and supporting documents

  • Notify provincial authorities (PRA, SRB, KPRA, BRA) as applicable

  • File any required updates with the Chamber of Commerce, PSEB, PEC, or other sector-specific regulators


Conclusion
Changing a company’s name under the SECP and the Companies Act, 2017 is a legally structured process that must be carefully executed to maintain business continuity and regulatory compliance. From reserving the name and passing shareholder resolutions to updating licenses and informing stakeholders, every step requires precision and timely execution.

To avoid delays or legal errors, companies are strongly advised to consult professional legal or corporate compliance advisors when undertaking this process—especially for medium to large enterprises or regulated industries.

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