Changing the name of a company in Pakistan, as per the Securities and Exchange Commission of Pakistan (SECP) and the Companies Act 2017, involves a comprehensive legal process. This blog aims to guide business owners through the key legal steps and implications of this process.
Ensuring Compliance with SECP Regulations
Before proceeding with a name change, the company must ensure the proposed name is compliant with SECP regulations. This involves checking the availability and appropriateness of the new name through the SECP’s Company Name Reservation system. The name should not be identical or closely resemble any existing company’s name or violate any provisions of the Companies Act 2017.
Amending the Company’s Memorandum and Articles of Association
Once the name is reserved, the next step is to amend the company’s Memorandum of Association and Articles of Association. These foundational documents of the company must reflect the new name. This amendment requires a special resolution to be passed by the company’s shareholders.
Filing Requirements with SECP
After the special resolution, the company must file Form 25 (Notice of Change of Name) with the SECP. This form, along with the required fee and supporting documents (including the special resolution, amended Memorandum and Articles of Association, and evidence of name reservation), must be submitted for approval.
Updating Company Records and Business Materials
Once the SECP approves the change, the company must update all its business records, including bank accounts, contracts, licenses, and other legal documents. This also extends to marketing materials, such as company signage, letterheads, and business cards.
Notification to Stakeholders
It’s crucial to inform all stakeholders, including clients, suppliers, banks, and government bodies, about the name change. This ensures that all future business and legal transactions are carried out under the new company name.
Dealing with Legal Contracts
Existing contracts entered into under the old company name may need to be reviewed and possibly amended. This is to ensure that the legal obligations and rights under these contracts are maintained under the new company name.
Tax and Regulatory Implications
The company must also notify the Federal Board of Revenue (FBR) and other regulatory bodies about the name change to ensure compliance with tax and regulatory requirements.
If the old company name was trademarked, the new name would also need to be registered as a trademark to protect the company’s brand identity.
Changing a company’s name in Pakistan as per the SECP and Companies Act 2017 is a legally intensive process that requires careful planning and execution. It’s not just a matter of rebranding but involves a series of legal steps to ensure compliance and continuity in business operations. Companies are advised to consult with legal experts to navigate this process efficiently.