Procedure for Company Name Change Under Companies Act 2013

As per Sections 4(2), 4(3), and 13(2) of the Companies Act, 2013, read with Rules 8 and 29 of the Companies (Incorporation) Rules, 2014, a company incorporated under the Act may change its name for various reasons. Below is the procedure for effecting such a change:

1. Board Meeting and Resolutions

• Notice: Issue notice and hold a Board meeting to pass the resolution for the proposed name change and provide justification for the change.
• Resolution 1: Pass a resolution to approve the alteration of the Memorandum of Association (MOA) and Articles of Association (AOA) to reflect the company’s new name.
• Resolution 2: Pass a resolution to call an Extra-Ordinary General Meeting (EGM) to pass a special resolution for the name change.
• Resolution 3: Pass a resolution to authorize a person (director) for filing the necessary forms with the Registrar of Companies (ROC) and submitting an application to the Central Registration Centre (CRC) for approval of the new name via the RUN (Reserve Unique Name) form.

2. Filing of RUN Form

After passing the Board resolution, file the RUN form with the proposed name, along with the following attachments:

1. An application to CRC, Manesar, providing the reason for the name change.
2. Certified True Copy (CTC) of the Board resolution approving the name change and authorizing the filing.

3. Affidavit for Name Change

The director(s) of the company must submit an affidavit for change of name as per Rule 29(1) of the Companies (Incorporation) Rules, 2014. The affidavit should declare:

• No pending inquiry, inspection, or investigation against the company.
• No prosecution or compounding application is pending against the company or directors.
• No management disputes or litigation regarding shareholding or management.
• No court or tribunal order staying the filing of documents.
• No default in filing annual returns or financial statements.
• No default in repaying matured deposits, debentures, or related interest.
• Compliance with all applicable filing requirements and regulatory authorities.

4. Issuance of Notice for EGM

• Notice: Issue notice for the Extra-Ordinary General Meeting (EGM) and hold the meeting to transact the following special business:
  1. Approval of Name Change: Consider and approve the change of company name from the old name to the new name as per the provisions of the Companies Act, 2013.
  2. Alteration of MOA and AOA: Approve the draft alterations in the Memorandum of Association (MOA) and Articles of Association (AOA) to reflect the change in the company’s name.
  3. Authorization: Authorize the filing of necessary forms with the ROC.
• Pass the respective special resolutions for (1) and (2), and an ordinary resolution for (3).

5. Drafting MOA and AOA

MOA and AOA: Draft the amended MOA and AOA with the new company name and subscriber sheet. Important notes:

• The proposed new name must be mentioned in Clause I (Name Clause) of the MOA, and throughout the AOA wherever the name appears.
• Include a footnote in both the MOA and AOA stating the name change, including the date and the passing of the special resolution in the EGM.
• Each page of the MOA and AOA must be signed and certified by at least one director.

6. Filing MGT-14

Form MGT-14 must be filed within 30 days of passing the special resolution for name change, along with the following attachments:

1. Notice of the Board meeting and the certified copy of the resolution passed.
2. Notice of the EGM and the explanatory statement under Section 102 of the Companies Act, 2013.
3. Minutes of the EGM where the special resolution was passed.
4. Altered Memorandum of Association and Articles of Association, including the subscriber sheet.

7. Filing INC-24

After receiving approval for MGT-14, file Form INC-24 within 30 days of passing the special resolution to avoid penalties. Attach the following documents:

1. Affidavit from the director for name change.
2. Notice of the Board meeting and minutes of the resolution passed.
3. Certified True Copy (CTC) of the Board resolution to issue the notice for calling the EGM.
4. Notice of the EGM and the explanatory statement under Section 102.
5. Minutes of the EGM where the special resolution was passed.
6. Altered MOA and AOA along with the subscriber sheet.

8. Final Submission of eMOA and eAOA

• Form INC-24 will unlock the option to submit the eMOA and eAOA. Ensure the new subscriber sheet is attached in these forms.
• Sign the forms with the digital signatures of the company director and the practicing professional.
• Once uploaded, the forms will be processed by the Ministry of Corporate Affairs (MCA), and if everything is in order, the name change will be approved.

******

Disclaimer: The information provided in this article is for general informational purposes only and should not be construed as professional advice. While every effort has been made to ensure the accuracy of the information, the author make no representations or warranties regarding the completeness, reliability, or suitability of the content.