After the incorporation of the Company, its legal identity exists from its name and CIN Number. The first clause of the Memorandum of Association shall describe the name of the Company. The Company may choose some other name, by applying for the change the name of the Company provided it should not be undesirable and resemble to the other existing names of the Companies as per section 4(2) and 4(3) of the Companies Act, 2013.
ALTERATION OF NAME CLAUSE OF MEMORANDUM OF ASSOCIATION (MOA): As per Section 13(2) and 13(6) of the Companies Act, 2013, the Company after incorporation may change its existing name, due to any reason subject to the approval of Shareholders and Central Government in writing.
Please Note: There is no requirement for the change of name of the Company, where the change is the only deletion therefrom, or addition thereto, of word “Private”, as a result of the conversion of one class of Companies to another class in the accordance with the provision of the Companies Act, 2013.
FOLLOWING ARE THE COMPANIES ARE NOT ALLOWED TO CHANGE ITS EXISTING NAME:
1. The Company which has not filed its Annual Return or Financial Statement with ROC;
2. The Company has not repaid its matured deposits or debentures and interest thereon.
HOW TO CHANGE THE NAME OF THE COMPANY?
STEP-WISE PROCEDURE FOR CHANGE THE NAME OF THE COMPANY
FOR EXAMPLE- Change of name from M/s ABC Limited to M/s PQR Limited.
Step-1: Convene a Board Meeting: For passing the Board Resolution for;
- Selection of the proposed name of the Company;
- Authorizes any director to file an application for the name change of the Company
Step-2: File WEB form RUN-For change the existing name, the Company has to apply through a web form -RUN (Reserve Unique Name) services, under MCA Services https://mca.gov.in/mcafoportal/runService.do, after filling valid Login credentials.
Step-2: Enter the following details of the Company, under the RUN form:
- CIN Number
- Proposed Name 1
- Proposed Name 2
- Click on the Auto check Button-The CRC department shall auto-check about the availability of the proposed name of the Company.
- Please mention the reason for the change of the name of the Company
- Attach the relevant documents if required like; BR for the proposed name of the Company NOC, Authority approval, if any, or any other documents if any.
Step-3: After receiving the name approval Letter, Company has to file e-form MGT-14 and e-form INC-24 with ROC; the detailed procedure is given below along with the documentation requirement.
Step-4: Issue Notice to call General Meeting of the Company, for the alteration of MOA-Alteration of name clause of MOA
- Pass Special Resolution for Alteration of MOA-name Clause.
- Alter MOA of the Company.
Step-5: File e-form MGT-14 with ROC; within 30 days from the date of passing of Special Resolution: Along with the following Attachments:
- Notice of GM, along with the explanatory statement;
- CTC of Special Resolution for Alteration of MOA;
- Altered MOA;
- Shorter Notice Consent, if meeting holds on shorter period notice.
Step-6: File e-form INC-24 with ROC; within 30 days from the date of passing of Special Resolution. Along with the following Attachments:
- CTC of minutes of the Company; where Special Resolution was passed for the name change of Company;
- Notice of GM, along with the Explanatory Statement;
- Altered MOA;
- If the change of name of the Company is due to a change in the main activity of the Company; a Certificate from a Chartered Accountant is required in respect to Turnover details from the new activity.
Step-7: ISSUE OF NEW CERTIFICATE: ROC shall issue a new certificate showing the new name of the Company. i.e, the new Certificate of Incorporation.
Please Note: The Rights and obligations of the Company shall not effect even after the change of name of the company. The Rights and Obligation and other legal proceedings, if any shall be continued by or against the Company through its new Name.
Author – CS Riya Khurana, Company Secretary and can be contacted at [email protected]
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