Procedure for change of name by NBFC in India

CA Swati Panchal

Article contains Procedure for change of Name for company in India (Including NBFC), Action required to be taken after getting new certificate of incorporation post name Change of Company and Specimen of Resolutions and RBI Letters for change of name by NBFC in India.

There are ample reasons why company will go for change of name likewise Main object of the business; change of management, rebranding, conversion of private limited to public limited & vice versa, rectification of name etc., The Company can change its name with the approval of shareholders.

1) Procedure for change of Name for company in India

I. Hold Board Meeting:

Company shall pass a board resolution for change of name of the company and for authorizing a Director or Company Secretary, to make an application for ascertaining name availability of proposed name. A resolution to convene an extraordinary general meeting for changing the name of the company, and altering the Memorandum of Association and Articles of Association can also be passed at the same Board meeting or another Board meeting can be held after approval of new name.

II. Check Proposed Name Availability of Company:

After authorization from Board meeting, the authorized person can make a name application to the MCA, following same procedure as done during incorporation of a new company and keeping in view Naming Guidelines under Companies Act 2013. This can be done by applying for the new name reservation through web service RUN- Reserve Unique Name service to reserve the name of the companies provided on MCA portal. Attachment to RUN: copy of Board resolution passed in the meeting of board of directors of the company.

III. Application with RBI to get NOC/Prior approval from RBI and receipt of the same

If it’s NBFC, it needs to take prior approval/No Objection Certificate (NOC) from RBI after seeking reservation of name from MCA but before applying with ROC as per Notification no. Ref.DNBS. (PD). CC.No. 12 /02.01/99-2000 dated January 13, 2000.

Relevant Extract of the captioned notification is as below.

Prior RBI approval for change in names of NBFC.

(i) Instances have been brought to our notice of some NBFCs changing their name, more particularly to add InfoTech tag with a view to taking advantage of the capital market sentiments, which may not only jeopardise the interest of the depositors, but also of the investors. Such a change in the name and the business plan of the company may also result into the principal business of the NBFC becoming non-financial, thereby affecting its eligibility for grant and holding of Certificate of Registration under Section 45-IA (4) of the RBI Act. It has, therefore, been decided in the public interest that an NBFC intending to change its present name would need to obtain prior permission of RBI before approaching the Registrar of Companies for change of name. Any violation of these directions would attract serious action against the company as provided for under the RBI Act including cancellation of the Certificate of Registration if already granted, or rejection of its application for registration, as the case may be.

Company has to apply with RBI through application letter seeking intention of company why company would like to change its name along with MCA letter stating Proposed Name is available subject to RBI NOC. RBI will review the application and may ask for additional requirements on case to case basis. Likewise,

• Declaration and Profile along with RBI Annexure from all Directors as per Master Direction of NBFC ND NSI or NBFC ND SI.
• Statutory Auditor’s Certificate and Audited financials.
• Audited Financials and NBS 8/9 required to be Uploaded on COSMOS site if pending if any.
• Any other Non-compliances if any needs to be resolved like registration with CIC, FIU, NESL, CERSAI, CKYC etc.

It is sometime become critical to get RBI NOC within 60 days as reserved name is valid for 60 days only so one has to take very quick action to get RBI NOC for reserved name.

IV. Hold Extraordinary General Meeting:

• ON receipt of NOC from RBI, the Company must conduct an extraordinary general meeting and pass a special resolution for change of company name, and consequential changes to the Memorandum of Association and Articles of Association. [Section 13(1), Section 13(2), Section 14 & Section 5(3)]
• A company shall, in relation to any alteration of its memorandum, file with the Registrar

a) the special resolution passed by the company under section 13 (1) in Form MGT-14;

b) the approval of the Central Government under sub-section (2), if the alteration involves any change in the name of the company. [Section 13(6)]

• An application shall be filed in Form No. INC-24 along with the fee for change in the name of the company and a new certificate of incorporation in Form No. INC-25 shall be issued to the company consequent upon change of name. [Rule 29(2) the Companies (Incorporation) Rules 2014]. Copy of any approval order obtained from the concerned authorities (such as RBI, IRDA, SEBI etc.) or the concerned department, if any (c) Any other information can be provided as an optional attachment(s). [Section 13(6) & Rule 29(2) the Companies (Incorporation) Rules 2014]

V. News Paper Advertisement and RBI submission thereof.

On Receipt of New Registration of Certificate from ROC, Public notice has to be given in two newspaper one in regional News Paper in vernacular language and 2^nd in English newspaper, so all the stakeholders can take note for the same.

Company has to submit newspaper cutting along with Covering letter to RBI.

2) Action required to be taken after getting new certificate of incorporation post name Change of Company

3) Specimen Resolutions and RBI Letters

a. Specimen Board Resolution for Change of Name of Company in India:

RESOLVED THAT subject to the approval by the Company by a special resolution to be passed at a general meeting and of the Central Government under section 13 of the Companies Act, 2013, the name of the Company be and is hereby changed from ‘….. Ltd.’ to any of the following names in the order of preference:

(i) ‘….. Ltd.’

(ii) ‘…… Ltd.’

(iii)‘….Ltd.’
(iv) ‘…. Ltd.’

(v) ‘…. Ltd.’

(vi) ‘…. Ltd.’

or such other name as may be allowed by the Registrar, Central Registration Centre.

RESOLVED FURTHER THAT the Company Secretary be and is hereby authorised to make the application in RUN to the Registrar of Companies for ascertaining the availability of the proposed name(s) and an application for approval for the change of name as above and to do such other acts, things and deeds as may be necessary to do to give effect to this resolution.

b. Specimen of the Special Resolution for Change of Name of the Company:

“RESOLVED THAT pursuant to Section 13 of the Companies Act, 2013, the name of the company be and is hereby changed from “…………” to “……….”;

and

RESOLVED FURTHER THAT clause I (name clause) in the memorandum of association of the company be and is hereby altered by substituting the same with the following:

I. The name of the company is …………………Limited.”

Explanatory Statement

The Board of directors of the company had, at its meeting held on ……., resolved that, the name of the company be changed from “………… Private Limited” to “………………………. Limited” and accordingly clause I (name clause) in the memorandum of association of the company is to be altered by substituting the same with a clause as set out in the notice for approval of the shareholders of the company.

No director is concerned or interested in the proposed resolution.

c. Specimen of the Special Resolution for Altering the Memorandum of Association (Name Clause) of the Company:

“RESOLVED THAT pursuant to Section 13 of the Companies Act, 2013, clause I (name clause) of the memorandum of association of the company be and is hereby altered by substituting the same with the following:

“Clause I. The name of the company is …………… Limited.”

Explanatory Statement

The Board of directors of the company had, at its meeting held on ……., resolved that, the name of the company be changed from “………… “ to “………. ” and accordingly clause I (name clause) in the memorandum of association of the company is to be altered by substituting the same with new clause I as set out in the notice.

Hence, the proposed special resolution is commended for approval by the members. No director is concerned or interested in the proposed resolution.

d. Request Letter for issuance of NOC

To,

Assistant General Manager

Reserve Bank of India

XXXXX

Dear Sir/Madam,

Sub: No Objection for Change of Name

Ref: Certificate of Registration No. XXXX

With respect to above we would like to inform you that we have decided to change our name to XXXXX.

In this regard, we have made an application to Registrar of Companies for Reservation of proposed Name viz XXXXXXX through RUN (Reserve Unique Name) vide SRN XXXX dated XXXX.

We have received an email communication from CRC (Central Registration Centre) stating “No Objection Letter from regulator which is RBI” is required for change of name.”

Email from CRC along with challan is attached herewith for your reference. We hereby request you to kindly issue requisite approval for change of name. Your early response is highly solicited.

Thanking you.
Yours Faithfully,
for XXXXX

XXXXXX
Director
DIN

Enel: as above

e. Sample Format of Public Notice

Company Name

IN THE MATTER OF CHANGE OF NAME FROM

OLD NAME

TO

NEW NAME

It is hereby informed that NEW NAME OF COMPANY (CIN : XXXXX) having its registered office at XXXX has duly passed necessary resolution in terms of the Companies Act, 2013 and obtained new certificate of incorporation from the Registrar of Companies, Pursuant to rule 29 of the Companies (Incorporation) Rules, 2014, Further, Being a NBFC, It has obtained necessary approval and received New COR No. XXXX dated XXXX from Department of Non-banking Supervision, Reserve Bank of India, XXX PLACE OF BANK evidencing the change of name from XXXX OLD NAME TO NEW NAME.

All stakeholders are requested to take note of the above information.

By order of Board of Directors
For XXXXX
Sd/-
Director, PLACE dated XXX

Note: Please mention old name of company where its written OLD Name and mention new name of company wherever its written new Name of company.

f. Covering Letter for News Paper submission

Date:

To,
Assistant General Manager
Reserve Bank of India
XXXXX

Dear Sir/Madam,

Sub: Public Notice for change of Name

Ref: Certificate of Registration No. XXXX

Dear Sir,

We take this opportunity to express our sincere thanks for your co-operation and we acknowledge receipt of New COR No. XXX dated XXX.

Pursuant to the same, we have published public notice for change of name of company from XXXX to XXXX in following newspapers and one edition of each of the same is enclosed herewith for your reference.

1. Business Standard (English) issue dated ________________.

2. Gujarat Guardian (Gujarati) issue dated ________________.

Kindly acknowledge the receipt of the same and do the needful.

Thanking you.
Yours Faithfully,
for XXXXX

XXXXXX
Director
DIN