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The name of a private limited company may be altered anytime with the consent of the shareholders and the Ministry of Corporate Affairs (MCA). An alteration in name will not be allowed on a company that has not submitted annual returns or financial statements to the Registrar or has failed to repay or pay mature deposits or loans or interest thereon. This blog emphasizes how to change the name of a Private Limited Company.

How to change the name of a Private Limited Company?

The company name can be changed at any time after its installation. As a statutory body, it must follow certain procedures provided for in the Companies Act, 2013. This process includes holding a board meeting and a meeting of members for approval, which will be followed by booking of names and authorization by the Central Government for change. A New Companies Incorporation Certificate will be issued by the ROC in a new name after updating the Companies Register. Changing a company name does not affect the company’s existence, leaving all assets and liabilities untouched.

Applicable sections and act –

Procedure describing how to change the name of a Private Limited Company

The name of the Private Company Limited may be changed from time to time. The company’s Article of Association must be amended to change an existing name.

The name of Private Company Limited can be changed by the following process:

1. Hold a Board Meeting

A board meeting must be convened to approve the decision to change the company name in order to secure the availability of the proposed name. At that Board meeting, authorize Company Directors to apply with the ROC for Name Approval.

2. File form RUN- Name Reservation

i. After passing the required decision of the board of directors, file form RUN and ROC for name approval.

ii. We can use the top two suggested words for the first time. If words are rejected due to the unavailability of words, we will get one chance to apply for the other two words. A copy of the board decision approved at the Board Meeting for attachment.

Once the name is approved by the ROC, the same is reserved for 20 days.

3. Holding an Extraordinary General Meeting

i. An additional general meeting must be convened to approve the special resolution and approve the amendment of the AOA and MOA. EGM notice will be given at least 21 days before the date of EGM.

ii. The EGM may also be called a Short Notice if the permit is granted to a majority of the members with not less than ninety-five percent of the company’s share paid.

4. File MGT-14 Form

File form MGT-14 with Registrar within 30 days of the transfer of special resolution. The requisites attached to the Form are as follows:

Notice of extra – ordinary general meeting and annexures.

A copy of the Special Resolution passed at the EGM with an explanatory statement

A copy of the Company’s revised Memorandum of Association

Copy of altered Article of Association

Short notice permission (if any)

5. INC-24-File Form

File Form INC – 24 within 30 days of approval of Special Decision. The service request number (SRN) and MGT-14 e-form submitted to the ROC will be stated on Form INC-24.

The required documents attached to the Form are as follows:

Notice of extra – ordinary general meeting and annexures.

A copy of the Special Resolution passed at the EGM with an explanatory statement

A copy of the Company’s revised Memorandum of Association

Copy of altered Article of Association

Short notice permission (if any)

6. Issuance of New Registration Certificate

If the Registrar of Companies is satisfied with the request to change the company name, the Registrar will issue a new incorporation certificate.

Points to refer to after changing the company name

  • Paint or paste its name, outside all offices or places where your business is done with legible characters.
  • The new name will be printed on all of its business books, credit titles, newsletters, and in all its notices and other official publications.
  • When a company alters or changes its name within the last two years, it will paint or paste or print, as the case may be, with its name, previous name, or names changed within the last two years as required under subsections (a) and (c). [The first provision of Section 12 (3) (d)].
  • Mention to the bank where the current company account operates and change the company name to bank records.
  • Apply for a new PAN and TAN with the company.

Note that– Here is another thing to keep in mind when changing a memorandum clause that the Registrar may request the adoption of a new set of memorandum and articles according to the new Companies Act of 2013.

How to change name of a Private Limited Company under Companies Act, 2013

Approval of a new set of Association Article

By the provisions of Section 14 and any other applicable provisions, if any, of the Companies Act, 2013, (including any amendment thereto or its restructuring), the Articles of Association of the Company must be amended to replace all existing laws and new regulations.

Final words

Changing the name of a limited private company is much more complicated than you might think. Section 13 of the Companies Act, 2013 states that if a limited private company needs to change its name, a special resolution must be passed at a general board meeting. A general board meeting should be convened for this particular purpose, and minutes of the meeting are recorded to be submitted to the Ministry of Corporate Affairs (MCA) with a request for a name change.

The reason for these rules is that the names of private companies are officially registered with the MCA. Therefore, you will also need to engage with the board of directors and obtain the shareholders’ approval before obtaining MCA approval. Although the whole process may seem tedious, a clever approach can help to alleviate the problem.

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