Name Changes of Company

Change in name of the Company involves alteration of Clause I of the Memorandum of Association of the Company. Section 13 of the Companies Act, 2013 regulates the process of alteration of Memorandum of Association of companies. Section 13 of the Companies Act, 2013 says that name of a company may be changed by passing a Special resolution in the general meeting and with the approval of the Central Government. Procedural steps for alteration of name of a Company are as follows:

  1. Draft Notice and Agenda for the Board meeting and issue notice in accordance with the provisions of Section 173(3) of the Companies Act, 2013 for convening a meeting of Board of Directors to consider the need and reason for changing name of the company and give its in – principal approval for change in name of the company;
  2. Hold Board meeting and discuss and the following resolutions:
  • Proposed new names for the company;
  • Authorising any Director or Company Secretary for making an Application with the office of Registrar of Companies for the approval of new name as decided by the Board;

3. Name approval has to be obtained from the Registrar of Companies ["RoC"] by submitting an application in eForm No. – INC 1 along with the prescribed fee of Rs. 1,000/-. The name once approved by the RoC is valid for 60 days. The new name should be in accordance with the naming guidelines prescribed in Rule 8 of the Companies (Incorporation) Rules, 2014;

4. After getting the approval of name by the Registrar of Companies, call another meeting of Board to discuss and pass following resolutions:

  • Place the name availability certificate issued by the Registrar of Companies before the Board;
  • Change of name of the company and consequent alteration of the Memorandum of Association of the Company;
  • Change of main object of the Company and consequent alteration of the Memorandum of Association of the Company (In case name is changed because of change in main business activity of the company);
  • Deletion of other object clause of the Memorandum of Association of the Company (In line with the new formats of Memorandum of Association prescribed in the Companies Act, 2013);
  • Amendment the liability clause of the Memorandum of Association of the Company (In line with the new formats of Memorandum of Association prescribed in the Companies Act, 2013);
  • Adoption of new set of Articles of Association of the Company (In line with the provisions of Companies Act, 2013);
  • Approve draft notice and explanatory statement and to fix day, date and time for convening extraordinary general meeting of the company and to authorize any Director or the Company Secretary to issue Notices and Explanatory statement to the shareholders and other concerns;

5. Give at least 21 clear days notice for convening extraordinary general meeting. Extraordinary general meeting can also be convened on shorter notice, if at least 95% shareholders have consented to it.

6. Hold extraordinary general meeting and pass the following resolutions:

  • Change of name of the company and consequent alteration of the Memorandum of Association of the Company as Special Resolution;
  • Change of main object of the Company and consequent alteration of the Memorandum of Association of the Company as Special Resolution;
  • Deletion of other object clause of the Memorandum of Association of the Company as Special Resolution;
  • Amendment the liability clause of the Memorandum of Association of the Company as Special Resolution;
  • Adoption of new set of Articles of Association of the Company as Special Resolution.

7. Prepare and file eForm No. MGT 14 within 30 days of passing of Special resolution with the RoC. The following documents shall be filed as an attachment to the eForm No. MGT – 14:

  • Notice of extraordinary general meeting along with the explanatory statements;
  • Certified true copy of Special resolutions;
  • Altered Memorandum and Articles of Association;
  • Minutes of the extraordinary general meeting;
  • Consent letter of shareholders, in case the extraordinary general meeting is convened on shorter notice.

8. Prepare and file eForm No. INC – 24 within 30 days of passing of Special resolution for obtaining approval of Central Government (Power delegated to Registrar of Companies) for change of name of the Company. The following documents shall be filed as an attachment to the eForm No. INC – 24:

  • Notice of extraordinary general meeting along with the explanatory statements;
  • Certified true copy of Special resolutions;
  • Altered Memorandum and Articles of Association;
  • Minutes of the extraordinary general meeting;
  • Consent letter of shareholders, in case the extraordinary general meeting is convened on shorter notice.

9.After all the necessary forms and papers are filed and reviewed by the RoC, the RoC may require certain clarifications. These clarifications or enquiry need to be satisfied for obtaining approval of RoC;

10. New Certificate of Incorporation: Once all clarifications are provided, the New Certificate of Incorporation is issued by the RoC and the new name of the Company shall be deemed to be effective from the date of issue of certificate.

11. INDICATIVE TIME FRAME

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