Change In Name Clause of Company under Companies Act, 2013

Nitika Gupta 15 Dec 2022 6,696 Views 0 comment Print Company Law | Articles

Company is identifying only by its name. Changing company names amounts to a significant alteration since the Memorandum of Association and Articles of Association need to be altered.

A company desiring to change its name may do so in accordance with the provisions of Section 13 of the Companies Act, 2013. The section lays down that a company may, by special resolution and with the approval of the Central Government signified in writing, change its name. The power of the Central Government under Section 13(2) to approve change in the name has been delegated to Registrar of Companies(ROC).

However, if the only change required is the addition thereto or deletion there-from, of the word “Private”, consequent upon conversion of any one class of Companies to another class, no such approval of Central Government is required.

In addition to, change of name does not mean to incorporate new company and also it will not affect the following:

Right or obligations of the company
Any legal proceedings by or against the company

A change of name of a company does not result in its dissolution and incorporation of a new company under a new name.

The change of name shall not be allowed to a company:

1. Which has not filed annual returns or financial statements due for filing with the Registrar or

2. Which has failed to pay or repay matured deposits or debentures or interest thereon

Change In Name Clause of Company under Companies Act, 2013

Section 4(2) of the Companies Act, 2013 provides that no company shall be registered by name which:

is identical with or resemble too nearly to the name of an existing company registered under this Act or any previous company law: or (Refer Rule 8 of Companies (Incorporation) Rules, 2014 or more information)
will constitute an offence under any law for the time being in force or,
is undesirable in the opinion of the Central Government.

Section 4(3) provides that, without prejudice to the provisions of sub-section (2), a company shall not be registered with a name which contains unless the previous approval of the Central Government has been obtained for the use of any such word or expression:

any word or expression which is likely to give the impression that the company is in any way connected with, or having the patronage of, the Central Government, any State Government, or any local authority, corporation or body constituted by the Central Government or any State Government under any law for the time being in force; or
Such word or expression, as may be prescribed.

PROCEDURE FOR CHANGE OF NAME

STEPS	PARTICULARS	TIMELINE	FORM TO BE FILED
1	Issue Notice of Board Meeting to all the directors of company at least 7 days before the date of Board Meeting: Attach Agenda Notes to Agenda Draft Resolution	7 days notice or shorter notice	–
2	Hold Board Meeting with two Directors or by a majority of Directors: To pass Board Resolution for selection of name. To authorize Directors of Company to make Application with ROC for Name approval	–	–
3	File RUN Form for the purpose of reservation of name to the ROC. Attachment: Certified copy of Board Resolution Approval of Owner of Trade Mark or the applicant of such application	–	RUN FORM
4	Receive Name Approval Certificate from ROC, if applied name are available. The name is available for 60 days from the date of approval.	–	–
5	Once the proposed name is approved by the ROC, convene board meeting with two Directors or by a majority of Directors: To pass Board Resolution for adoption of approved name. Alteration in Memorandum of association Alteration in Articles of association To fix a date, place, and time agenda for a Extra Ordinary General Meeting of the Company.	7 Days notice or shorter notice	–
6	Issue notices in writing calling for the General Meeting of the Company for proposing the resolution, with suitable explanatory statement.	21 days Notice or shorter notice	–
7	Holding an Extra Ordinary General Meeting and pass the Special Resolution, in the general meeting or through Postal Ballot under section 110 of the Act (In case of Listed entity or company having more than 200 members).	–	–
8	File Form MGT 14 for the passing of special resolution: Attachment: 1. Notice and Explanatory statement of EGM 2. Altered AOA and altered MOA 3. Certified true copy of special resolution 4. Extracts of Minutes of EGM	Within 30 days from the passing of resolution	MGT 14
9	File Form INC 24 for name change Attachment: Extracts of Minutes of EGM	Within 30 days from the passing of resolution	INC 24
10	Once the form is approved, the new certificate of incorporation, will be issued by the Registrar of Companies	–	INC 25

After receiving, the certificate of incorporation:

Paint or affix its name, and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in legible letters in local language and English preferably being commonly used.
Get its name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses, if any, printed in all its business letters, billheads, letter papers and in all its notices and other official publications;
Updation of address in all other statutory offices, EPFO, ESI, Income Tax, GST and other valid registrations.

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Disclaimer: –The above mentioned article has been based on relevant provisions of Companies Act, 2013. Under no circumstance, the author shall not liable for any direct, indirect, special or incidental damage resulting from, arising out of or in connection with the use of the information.