How to change name of company incorporated in India? -A practical step-wise guide in view of latest amendment

How to change name of company incorporated in India? -A practical step-wise guide in view of latest amendment

Introduction

Change in name of company is basically a change in Name Clause of Memorandum of the Company. Thus, the process under Section 13 of the Companies Act, 2013 (hereinafter referred to as ‘Act’) for alteration of Name Clause in Memorandum is to be followed. Of course, provisions of Section 4 and The Companies (Incorporation) Rules, 2014 which are applicable with regard to Name of a Company at the time of incorporation, are applicable at the time of name change as well.

A practical step-wise guide for changing name, in light of the latest amendment in Companies Incorporation Rules, 2014 which has led to introduction of RUN (Reserve Unique Name) forms and some other changes are captured hereinbelow.

Name change process in nutshell and timeline:

1. Name change is basically an alteration of Memorandum of the Company

2. Following 3 meetings of the Company are required to be held:

3. The Board of Directors at Board Meeting decide name of the Company and pass resolution for same. After this meeting, a form is filed with MCA for reserving the name.

4. After the name is reserved with MCA Board of Directors hold a Board Meeting at which they decide to call GM.

5. At GM a special resolution (3/4 votes in favor) approving name change is to be passed.

6. After obtaining approval Application for Name change is to be filed.

7. Fresh Certificate of Incorporation is issued by MCA.

8. After the name change steps are to be taken to change stationery, invoices, visiting cards, letter heads, licenses etc.

Timelines for steps:

Step	Procedure	Timeline
Step 1	Convening Board Meeting of Company to decide new name of the Company	X day
Step 2	Filing RUN (Reserve Unique Name) form to reserve name of the Company with the ROC	X day or X+ 1 days
Step 3	Calling a Board Meeting to convene General Meeting	Depends on date of receipt of approval from ROC, if that date is Y then, Y or Y+1 days
Step 4	Convening General Meeting	Y+ 2 days
Step 5	Filing of Form MGT-14 and INC-24	Y+3 days
After Steps	Necessary changes in the MOA, AOA, letter heads, vouchers, registers, office papers, records, books, documents, sign boards, common seal, etc. must be incorporated after the certificate of incorporation with the new name is given by the ROC.

Steps:

Step 1: Board Meeting of Company is to be convened to decide new name of the Company

A Board Meeting must be convened after giving notices to all the Directors of the Company as per Section 173 of the Companies Act, 2013 (hereinafter referred to as the “Act”).

Business to be transacted at the Board Meeting:

1. A resolution must be passed to change the name of the company. The proposed names should be consistent with the objects of the Company.
2. Authorising any Director or CS to make required applications.

Suggestive Text of the resolution to be passed at the Board Meeting for Name Change:

“RESOLVED THAT pursuant to the provisions of Section 4(4), other applicable provisions of the Companies Act, 2013, rules made thereunder, and subject to the approval of the shareholders and the Central Government, consent of the Board be and is hereby accorded for making an application to the Registrar of Companies, for change in name of the Company from ABC Private Limited to  XYZ Private Limited or such other name as may be approved by the Central Registration Center or Registrar of Companies, as the case may be.

 RESOLVED FURTHER THAT all directors of the Company be and are hereby jointly and severally authorized to make necessary applications and to file necessary e-forms for approval of Central Government for change of name, and to do all such acts, deeds, matters and things as may be necessary in this regard.”

Step 2: To reserve name of the Company file RUN (Reserve Unique Name) with the ROC

RUN is a simple form which can be filed in 15-20 minutes and doesn’t even require Digital Signature Certificate to be attached. Certified copy of the Board Resolution is the only attachment which is required to be attached to the form.

In case you are applying for a name which is registered trademark of another entity (usually happens in case of group companies), then a No objection certificate from trademark owner is to be attached. Similarly, if the name is similar to an existing company, a No objection certificate in the form of board resolution is required to be attached.

Currently, in RUN form only two names can be set out in the application, unlike 5 in the earlier INC-1 Form. If rejected, a fresh application is required to be made. The ROC will scrutinise the form and, if found to be in order, will confirm the availability of the proposed name.

Note: Requisite forms for the new name should be filed within 60 days from the date application is made for reservation of name. Thus, one needs to be mindful of the timeline for following steps and take steps to complete all the procedures as early as possible.

Step 3: Calling a Board Meeting to convene General Meeting

On confirmation from the Registrar of Companies (RoC) regarding the availability of the proposed name, a Board Meeting must be convened after giving notices to all the Directors of the Company.

 Business to be transacted at the Board Meeting:

1. Noting of the name as approved by ROC

2. Convening General Meeting of the Company

Tip: A Board Meeting can be called at shorter notice (a notice as short as 1 hour is also alright) provided requirements of Section 173(3) and Para 1.3.11 of SS-1 are fulfilled.

1. Suggestive Text of the resolution to be passed at the Board Meeting (For Name change):

“The Chairman informed the Board that,  the Company had made an application for change of name from ABC Private Limited to XYZ Private Limited or such other name as may be approved by the Central Registration Centre. As a result of the name application, the name granted by the Central Registration Centre is XYZ Private Limited. The altered memorandum and articles of association and the new certificate of name availability giving effect to the name change was placed before the Board. The Board took note of the same and passed the following resolution in this regard:

RESOLVED THAT pursuant to Section 13(2) of the Companies Act, 2013 (including any statutory modification or re-enactment thereof, for the time being in force) and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014, , subject to approval of the Central Government and approval of shareholders at a duly convened meeting, approval of the Board be and is hereby accorded for the name change of the company from ABC Private Limited to XYZ  Private Limited as approved by the Central Registration Centre.

RESOLVED FURTHER THAT clause 1 of the memorandum of association of the company be substituted with the name XYZ Private Limited.

RESOLVED FURTHER THAT the articles of association of the Company be and is hereby amended to replace the name of the Company  XYZ Private Limited wherever it appears.

RESOLVED FURTHER THAT any director of the Company be and is hereby authorized to make necessary applications and to file necessary e-forms for approval of Central Government for change of name, and to do all such acts, deeds, matters and things as may be necessary in this regard.”

2. Suggestive Text of the resolution to be passed at the Board Meeting (For calling EGM)

“An Extraordinary General Meeting is to be convened for approval of name change and for approval of altered Memorandum of Association and Articles of Association of the Company. The meeting is to be held on ***<day and date>at ***<address>at*** <time>.

The Board approved the draft notice placed before the Board for calling Extraordinary General Meeting and unanimously passed the following resolutions:

RESOLVED THAT an Extraordinary General Meeting (***) <EGM Number> of the shareholders of the Company be held on ***<day and date>at ***<address>at*** <time

RESOLVED FURTHER THAT the draft notice of the Extraordinary General Meeting as placed before the Board be and is hereby approved and any of the Directors of the Company be and is hereby authorized to issue the same under his signature”

Step 4: Convening General Meeting of the Company

GM must be convened and Special Resolution must be passed by 3/4th majority for adoption of the new name.  This will be a Special Business at General Meeting.

Notice of GM is to be sent to Members, Directors and Auditors.

Note: GM can be called at shorter Notice by taking consent from members holding more than 95% of shares of the Company (Section 101(1))

In the case of listed companies following additional steps are to be followed:

1. Three copies of the notice are to be sent to each stock exchange where the securities of the company are listed.

2. Six copies of the alterations of the memorandum (one of them must be certified) are to be sent to each of the stock exchanges soon after the conclusion of the general meeting, in case shares of the company are listed

3. A copy of the proceedings of the general meeting in case shares of the company are listed are to be sent to each of the stock exchanges.

Step 5:  Filing of Form MGT-14 and INC-24

1. File eForm MGT-14 (Form for filing Special Resolution) with the concerned RoC with the prescribed fees along with the following documents:

• Certified extract of the Special Resolution
• GM notice along with the Explanatory statement.
• Altered MoA and AoA

2. Application be filed with the MCA in eForm INC-24 along with the prescribed fees and the following attachments:

Note:

1. INC-24 can be filed only after Form MGT-14 has been filed. As SRN of Form MGT-14 is to be filled in Form INC-24

2. INC-24 for the new name should be filed within 60 days from the date application is made for reservation of name.

• Copy of the GM minutes of the meeting of the members where resolution has been passed.
• Copy of any previous order obtained for change of name of the company.
• Altered MoA and AoA.
• Name approval certificate.
• Declaration that the company has completed annual filings.
• any other information as optional attachment

After Steps

Necessary changes in the MOA, AOA, letter heads, vouchers, registers, office papers, records, books, documents, sign boards, common seal, etc. must be incorporated after the certificate of incorporation with the new name is given by the ROC.

File intimation with all Statutory authorities.

Inform your Customers, Dealers, Agents, Tendering Authorities etc.

Old name to be written with new name for next 2 years (Section 12 of the Act)

Example : XYZ Pvt. Ltd. Formerly known as ABC Pvt. Ltd.

Conclusion

Hope the Article has provided you with a complete guide and all necessary steps. For any further help, please respond in Comments and we will try our best to resolve your queries.