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.
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.
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.
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Author- CS Aakansha Negi and can be contacted at [email protected]