prpri Checklist For Name Change of Listed Company Checklist For Name Change of Listed Company

Checklist for Name Change of Listed Company registered in India explains requirement under Companies Act, 2013, SEBI Act and Regulations and Relevant Stock Exchange Regulations. First step for name change of a Company is to convey a Board and file relevant resolution with ROC which needs to be approved by in Meeting of Shareholders, Further Company need to apply Stock exchange for in-principal approval etc. Read Full Checklist for Name Change of Listed Company below –

S. No Particulars Attachment/Agenda
1 Convene a Board Meeting Agenda:

1. Approval for change in name of company.

2. Authority for filing RUN form.

2 File RUN form Attachment:

1. Copy of Board resolution.

3 Convene a Board Meeting Agenda:

1. Changing the name of the company and Alteration of MOA and AOA.

2. Fix date time of GM.

*3.1 Apply to BSE for In-Principal Approval Attachment:

1. Covering Letter

2. copy of Board resolution.

3. *Certified true copy of the special resolution passed by the shareholders’ approving the new name.

4. Certified true copy of confirmation regarding the name availability from the ROC.

5. A certificate from the chartered accountant stating compliance with conditions at sub-regulation (1) of Regulation 45 of SEBI LODR, Regulation, 2015.

6. A certificate from the Company stating compliance with conditions at sub-regulation (1) of Regulation 45 of SEBI LODR, Regulation, 2015, provisions of the Companies Act 2013 and rules made
thereunder.

7. Company’s Permanent Account Number (PAN).

8. Processing fees of Rs.50000 + G.S.T @ 18.00%.

4 Convene a GM Agenda:

1. Changing the name of the company and Alteration of MOA and AOA.

5 File MGT-14 (within 30 days) Attachment:

1. Copy of BM Resolution CTC

2. Notice of EGM & Explanatory statement.

3. Copy of EGM Resolution CTC.

4. Altered MOA & AOA.

6 File INC-24 (within 30 days) Attachment:

1. Notice along with Explanatory Statements.

2. Certified True Copy of Special Resolution.

3. Altered in MOA & AOA.

4. Minutes of General Meeting

7. ROC ISSUES NEW COI IN INC-25
8. STOCK EXCHANGE GIVES IN-PRINCIPAL APPROVAL
9. Apply to BSE for Final Approval Attachment:

1. Certificate of Incorporation subsequent to change in name of the Company.

2. A statement of detailed reasons for change in the name of the company as submitted to the Registrar of Companies for obtaining a fresh certificate of incorporation consequent to change in the name of the Company.

3. Three copies of specimen of printed stickers for affixing on share certificates (Showing new name)

4. Copy of receipt of payment of the Annual Listing Fees for the current year and arrears, if any.

5. Undertaking from the Managing
Director/Company Secretary of the Company that the share certificates not corrected with the new name of the Company shall also be good delivery in the market, as per the Guidelines for Good and Bad Delivery of documents, approved by SEBI

6. Undertaking from the Managing
Director/Company Secretary of the Company that the Company will affix the stickers bearing the new name of the Company as and when the security certificates are lodged with the Company or with its transfer agent for transfer, split, consolidation, etc.

7. Brief details about the current line of business of the Company.

8. Date of last name change of the Company.

9. Undertaking from the Managing
Director/Company Secretary of the Company that at least 50% of the total revenue in the preceding 1-year period has been from the activity suggested by the new name of the Company.

10. Certificate from the Auditor stating that at least 50% of the total revenue in the preceding 1-year period has been from the activity suggested by the new name of the Company, also providing detailed bifurcation of income earned by the Company under various activities as per the format given below :

From ________ to _________ (Please consider last four quarters) Amount (Rs. In lakhs)
Income from prior business activity – ________________ (please specify name of the activity)
Income from new business activity – _________________ (please specify name of the activity)

11. A latest Annual Report.

12. Non-refundable fee of Rs. 59,000/- (Rs. 50,000 towards processing fees plus Rs. 9000 towards GST @ 18.00%) by demand draft/ NEFT/RTGS in favour of BSE Ltd. for processing the application. Please find attached, NEFT/RTGS details. Processing Fees payable at In-Principle stage. In case already paid at In-principle stage, share details.

13. Names of Stock Exchanges where the company’s securities are presently listed

14. When a company changes its name and line of business, it should include the turnover, income etc from such new activities separately in the quarterly/annual results for a period of 3 years from the date of change in name of the company.

15. PAN No. of the Company.

16. Certified true copy of the special resolution passed by the shareholders’ approving the new name.

10. STOCK EXCHANGE GIVES FINAL APPROVAL
11 INTIMATION TO ALL REGULATORY AUTHOR Y ABOUT NAME CHANGE

*Note:

1) In case the special resolution has not been passed and the company has received the confirmation of name availability from the ROC, the certified true copy of the notice sent to the shareholders seeking approval for name change may be submitted and the copy of the shareholders’ special resolution shall be filed at the time of final name change.

2) BSE Submissions:

a) All documents are required to be certified by the Chairman / Managing Director / Company Secretary of the company.

b) Contact Details (cell no.) and Email Id of the Company Secretary

c) The submissions of the above mentioned documents should be done via the Listing Centre Module only.

Post Conversion Steps:

1. Use the copy of altered Memorandum and Articles of the Company.

2. Make all requisite changes in the signboards, Letter heads, Books Rubber Stamps, Bill Books, Common Seal, visiting cards and other documents and items.

3. Make the changes in PAN, TAN, GST Portal, Bank Accounts.

4. Intimate the changes to Banks, Income Tax Department, PF Department, ESI Department and all other departments.

Source:

1) COVID-19 – Special relief Measures for Companies & LLP

2) https://www.sebi.gov.in/

3) https://www.bseindia.com/

4) https://www.nseindia.com/

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Disclaimer: The contents of this article are for information purposes only and do not constitute an advice or a legal opinion and are personal views of the author. It is based upon relevant law and/or facts available at that point of time and prepared with due accuracy & reliability. Readers are requested to check and refer relevant provisions of statute, latest judicial pronouncements, circulars, clarifications etc before acting on the basis of the above write up.  The possibility of other views on the subject matter cannot be ruled out. By the use of the said information, you agree that Author / TaxGuru is not responsible or liable in any manner for the authenticity, accuracy, completeness, errors or any kind of omissions in this piece of information for any action taken thereof. This is not any kind of advertisement or solicitation of work by a professional.

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Qualification: CS
Company: K SUJEET & Co. (Company Secretaries)
Location: DELHI, Delhi, India
Member Since: 14 Nov 2019 | Total Posts: 8
A core Compliant person and specializes in providing Secretarial and Compliance solutions. An experienced Company Secretary since 2013, having more than 7 years of Experience. Area of expertise lies in SEBI (LODR) Regulations, 2015; SEBI (SAST) Regulations, 2011 and SEBI (Insider Trading), Regulatio View Full Profile

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