The name of any Company is basically the identity of the entire brand making it the most monumental asset for its growth. The name of every Company is mentioned in the first clause of memorandum of association i.e. said to be the constitution of a particular Company. Now, sometimes there might be a situation where the Company intends to change its name clause whatsoever the reason. Therefore, in this write up, we shall discuss about the procedure, important aspects and statutory costing for change of name of the Company.

1. Procedure for Change of Name Clause of the Company

S. No. Particulars
1. Give notice to Directors along with the agenda and notes on agenda to convene the Board Meeting at least seven days before the date of the meeting in compliance with the Secretarial Standards I to consider the name change.
2. Convene the Board Meeting to decide upon the new name and accordingly, vesting the authority for its application.
3. File an application for reservation of name with ROC through “Reserve Unique Name” service available on MCA portal in accordance with Rule 8 and 9 of the Companies (Incorporation) Rules, 2014.

Attachment:

• Certified true copy of resolution passed for change of name clause

• Approval of Owner of Trade Mark or the applicant of such application

4. Within 2-4 days, the approval letter/query shall be received.
5. Upon approval of the intended name, send notice to convene a meeting of the Board of Directors for the following:

• Decide upon the day, time, date and place to convene extra ordinary general meeting (“EOGM”)

• Approval of draft notice to convene EOGM.

• Approve the draft memorandum of association

• Approve the draft articles of association.

6. Send notice to members to convene EOGM of least 21 clear days in compliance with the Secretarial Standards II.
7. Convene EOGM to pass special resolution to take shareholders approval w.r.t. change of name of the Company.
8. File MGT-14 within 30 days of passing the special resolution.

Attachments:

• Certified true copy of the special resolution along with the explanatory statement.

• Altered memorandum of association

• Altered articles of association

• Notice of the convened EOGM.

9. File INC-24 for seeking central government’s approval (power delegated to ROC) after filing MGT-14 as the forms asks for the SRN of MGT-14.

Attachments:

• Minutes of the members meeting

• Certified true copy of the special resolution along with the explanatory statement.

• Altered memorandum and articles of association of the Company.

10. On approval of Form INC-24, the new certificate of incorporation in Form INC-25 shall be issued to the Company.

2. Important Points for Change of Name Clause of the Company

i. The approved name shall be reserved for a period of sixty days.

ii. The change of name shall not allowed for following Companies:

  • Which has not filed annual returns (e-Form MGT-7) or financial statements (e-Form AOC-4)
  • Which has failed to pay or repay matured deposits or debentures or interest thereon.

iii. It is not important that the changed name should reflect the object of the Company, However, the same is always recommendable.

iv. In case of conversion of Company from private to public, the deletion of word “private” does not involve change in name clause procedure.

3. Statutory Costing

S. No. Particulars Amount (in Rs.)
1 Application for reservation of name (RUN) 1000
2. Filing of e-Form MGT-14 Depends upon paid up capital. Shall vary between 300-600
3. Filing of Form INC-24 1000
TOTAL 2300-2600

4. FAQS related to Change of Name Clause of the Company

1. Is there any form through which name can be applied consolidate like in SPICe form.

Reply: No, the name has to be reserved in case of change of name of an existing Company through RUN only.

2. What if in case of any reason the reserved name gets expired.

Reply: The name has to be re-applied. Further, it is recommendable to attach the previous name approval letter that got expired.

3. What all other approvals are required for change of name?

Reply: The above prescribed procedure is just for the approval of the ROC. But the ROC shall give the approval for change in name only if the prior approval of the concerned authority (eg: RBI, BSE, NSE, IRDAI, etc.) is taken. Such approval has to be taken after convening of the AGM but before filing of Form INC-24. The prior approval from the concerned authority should be attached in Form INC-24.

4. If the Company has defaulted in filing annual returns, financial statements or payment of matured deposits or debentures or interest, then can it never change its name?

Reply: Prior to the Companies (Incorporation)Third Amendment Rules, 2016 dated 27th July, 2016; there was no clarity on this point. However, after the amendment, it has been made very much clear that upon filing the necessary documents or payment or repayment of matured deposits or debentures or interest thereon the Company can change its name clause.

5. Does the stamp duty need to be paid again on change of name clause.

Reply: No, the stamp duty is always paid on allotment of shares and further, the alteration is not adoption of new sets of memorandum anyhow.

{The author is a Company Secretary in Practice and can be reached at (M) 9999952595 and (E) cskajalgoyal@gmail.com}

Author Bio

Qualification: CS
Company: Kajal Goyal and Associates
Location: Delhi, New Delhi, IN
Member Since: 11 Jun 2018 | Total Posts: 72
KAJAL GOYAL AND ASSOCIATES, is a Company Secretary proprietorship firm, offering its expertise and one stop solutions for all Corporate compliance requirements to the clients with a strong emphasis on ethics and ‘being on toes’. Capable delivering services related to Companies Act, FEMA, Re View Full Profile

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6 Comments

  1. M.Sivakumar says:

    I am the Proprietor of Raja Hardwares for the past 15 years. Now I want to change my business name as Yuvaraja Hardwares as my Proprietary concern. In that case whether I have to collect all my Sundry debtors and to settle my Sundry creditors of Raja Hardwares or my new concern Yuvaraja Hardwares can taken over all sundry debtors, sundry creditors and closing stock of Raja Hardwares. Whether I have to close my GST Registtration of Raja Hardwares and obtain new GST Registration for Yuvaraja Hardwares. – KINDLY CLARIFY

  2. pinki says:

    Required new version of Eform DPT-3 as shown in notification is not yet published . how to file these all information in old version of form??

  3. Govinda K Patil says:

    You have mentioned that filing fees are required to be paid based on paid up capital of the Company. In fact , filing fees are determined on the basis of authorised capital of the company, not paid up capital

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