Section 13 of the Companies Act, 2013 deal with change of name which says that the name of the company can be changed by a special resolution and with the approval of the Central Government. Approval of Central Government is not required if the change relates to the addition/ deletion of the words ‘private’ to the name.
Procedure for the Change in the name of the Company:
STEP 1: Convey Board Meeting of Directors:
Issue Notice of Board Meeting to all the Directors of Company at least 7 days before the date of Board Meeting.
Hold the Board Meeting:
A board meeting would be called for passing a resolution to change the company name, the board will discuss and approve the change in name, authorising a Director or the Company Secretary of company to check name availability with MCA and also for calling Extra-Ordinary General Meeting for passing a Special Resolution.
STEP 2: Checking the name availability:
Once a resolution is passed ascertaining availability of proposed company name, the authorized person can make a name application to the MCA by filing RUN form with ROC for the name approval.
Name Approval Certificate from ROC, that is granted once applied name are available.
STEP 3: Issue Notice of General Meeting:
Notice of EGM shall be given at least 21 days before the actual date of EGM. EGM can be called on shorter notice with the consent of at least majority in number and ninety five percent of such part of the paid up share capital of the company giving a right to vote at such meeting.
The company shall call for an Extra Ordinary General Meeting, where special resolution will be passed for changing name and make the change in Memorandum of Association and Articles of Association.
STEP 4: Applying/Filing with Registrar :
Special resolution will be filed with RoC within 30 days of passing the resolution in Form MGT-14.
Attachments:
- Certified copy of Special Resolution.
- Notice of EGM.
- Explanatory statement to EGM.
- Altered Memorandum of Association.
- Altered Articles of Association.
Once MGT-14 is filed the company needs to file INC-24 with the RoC for taking approval of the central government for name change along with the prescribed fee.
STEP 5: Filing of INC-24 Form
Form INC-24 within 30 days of passing of Special Resolution.
Attachments:
- Notice along with the Explanatory Statements.
- Certified True copy of Special Resolution.
- Altered Moa and AOA.
- Minutes of General Meeting.
Issue of New Certificate :
After completing above procedure ROC will issue a New Certificate of Incorporation and the company name must be incorporated in all the copies of MOA and AOA.
*****
Disclaimer:The entire contents of this document have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness and reliability of the information provided, I assume no responsibility therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not a professional advice and is subject to change without notice. I assume no responsibility for the consequences of use of such information. IN NO EVENT SHALL I SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE INFORMATION.
Author- CS Aakansha Negi and can be contacted at csaakanshanegi@gmail.com
Author Bio
