A company may change its name due to many reasons such as change in objects of company, change in management of company, rebranding, restructuring, etc., the name of a private company can be changed at any time subject to the approval of shareholders and Central Government power delegated to Registrar of Companies via MCA Notification Dated 21st May, 2014.
Section 12, section 13, sub-section (2) and (3) of Companies Act, 2013 and Rule 8 of Companies (Incorporation) Rules, 2014 deals with the change of name of a company.
For changing the name of a private company the first step is to pass a Board Resolution for changing the name of a company and authorising a Director or Company Secretary to do such acts as may be necessary to give effect to the resolution. The Board Resolution shall be passed at a duly convened Board Meeting.
After passing Board Resolution new name is applied through RUN. It is a web service. Maximum of two names can be applied in order of priority of names. The fee for name reservation is One Thousand Rupees. The Board Resolution shall be attached while applying for name reservation. Once approved, the name shall be reserved for a period of 60days. Only an existing company may apply for name reservation through RUN and for reserving the name of a proposed new company shall be done through Part-A of SPICE+ e-form.
The conditions and restrictions as applicable while applying name for a new company shall apply to the name reservation of an existing company.
Once name is approved, shareholders approved is required for change of name. An Extra-Ordinary General Meeting is convened. The notice of EGM may be approved at the meeting at which the board approved the name change. At the EGM, a Special Resolution is required to be passed. Special Resolution for altering the Memorandum and Articles of Association of company may be passed at the same EGM of the company.
After taking approval of shareholders by way of a Special Resolution Form MGT-14 shall be filed with MCA within 30days of passing the Special Resolution. After approval of ROC From INC-24 is required to be filed for obtaining Fresh Certificate of Incorporation (COI).
Once name change process is complete the company shall make sure that every copy of Memorandum and Articles of company shall be the altered one. Where unaltered copies of MOA/AOA issued, the company and every officer of the company who is in default shall liable to a penalty of One Thousand Rupees for every unaltered copy of Memorandum or Articles issued.
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