The name of a private limited company can be changed anytime with the approval of the shareholders and Ministry of Corporate Affairs (MCA).
The change of name shall not be allowed to a company which has not filed annual returns or financial statements due for filing with the Registrar or which has failed to pay or repay matured deposits or debentures or interest there on.
PROCEDURE FOR CHANGE OF NAME
The name of a Private Limited company can be changed later. The Article of Association of the company have to be changed for changing the existing name.
The name of a Private Limited company can be changed by the following procedure:
1. Hold a Board Meeting
A Board meeting must be convened to pass a resolution for change of name of the company for ascertaining availability of proposed name. In the same Board Meeting, authorize the Directors of Company to make Application with ROC for Name approval.
2. File Form RUN for Name Reservation
After passing necessary resolution by the board of directors, file form RUN with ROC for approval of name.
We can apply maximum two proposed names in first time. If the names are rejected due to non-availability of names, then we will get one more chance to apply two more names. Copy of board resolution approved at the Board Meeting to be attached.
Once name is approved by ROC, the same is reserved for 20 days.
3. Hold Extra Ordinary General Meeting
An Extra ordinary general meeting must be convened to pass special resolution and approve the alteration of AOA and MOA. Notice of EGM shall be given at least 21 days before the date of EGM.
EGM can also be called on shorter Notice if consent is given by majority of member having not less than ninety five percent of paid up share capital of the company.
4. File Form MGT-14
File Form MGT-14 with the Registrar within 30 days of passing the special resolution.
The following documents will be attached with the Form:
-
- Notice of Extra – ordinary general meeting (EGM) along with the annexures
- Copy of Special Resolution passed in the EGM along with explanatory statement
- Copy of altered Memorandum of Associationof the company
- Copy of altered Article of Association of the company
- Consent of shorter Notice (if any)
5. File Form INC-24
File Form INC – 24 within 30 days of passing of Special Resolution.
The Service request number (SRN) of RUN and e-form MGT-14 filed with ROC is to be mentioned in the Form INC-24.
The following documents will be attached with the Form:
-
- Notice of Extra – ordinary general meeting (EGM) along with the annexures
- Copy of Special Resolution passed in the EGM along with explanatory statement
- Copy of altered Memorandum of Associationof the company
- Copy of altered Article of Association of the company
6. Issuance of New Certificate of Incorporation
If the Registrar of Companies is satisfied with the company name change application, the Registrar would issue a new certificate of incorporation.
POINTS TO BE CONSIDERED AFTER CHANGING THE NAME OF COMPANY
1. Paint or affix its name, on the outside of every office or place in which its business is carried on in legible letters.
2. The new name shall be printed in all its business letters, billheads, letter papers and in all its notices and other official publications.
3. Where a company has changed its name or names during the last two years, it shall paint or affix or print, as the case may be, along with its name, the former name or names so changed during the last two years as required under clauses (a) and (c). [First proviso to Section 12(3)(d)].
4. Intimate to the bank where company’s current account is in operation and change the name of company in bank records.
5. Apply for new PAN and TAN of the company.
*****
You may contact the author for further information at +91-7048914151 or [email protected]
Disclaimer: The above article is only for information purpose and is on based on the author’s interpretation of the relevant provision. The same should not be considered as professional advice.
Author Bio
