Name change process of Private Company:
Steps for name change
1. Board approval for new name
2. Approval of name in RUN form
3. Approval letter
4. EGM for Member approval
5. Form filling to MCA- MGT-14 and INC-24
6. On approval New COI issued by ROC
7. Name change in PAN, TAN, bank account, Letterhead etc.
1. BOARD APPROVAL FOR NEW NAME
Important points – if object is also changed do mention in BR
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED IN THE BOARD MEETING OF THE DIRECTOR OF ______ PRIVATE LIMITED HELD ON MONDAY, THE 18th NOVEMBER, 2019 AT 10:00 A.M. AT THE REGISTERED OFFICE OF THE COMPANY ______
Name Change of the Company
“RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions, if any, of the Companies act, 2013 and subject to the approval of the Registrar of Companies, Central Registration Centre, Ministry of Corporate Affairs and subject to the approval of Shareholders in general meeting or any other authority as may be necessary, the consent of the Board be and is hereby given to change the name of the Company from ___ Technologies Private Limited to _____ Private Limited”or any other approved name by CRC (MCA) as per list:
1.
2.
FURTHER RESOLVED THAT the Name Clause being Clause I in the Memorandum of Association of the Company be altered accordingly and substituted by the following clause:
The Name of the Company will be above “approved name” In MOA.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized, to do all acts, deeds, and execute such document as deem necessary, proper or desirable for the purpose of giving effect to the aforesaid resolution along with filing of necessary e-forms with the Registrar of Companies, Delhi.”
Certified True Copy
For ____ PRIVATE LIMITED
Director
DIN:
Date: 21/11/2019
Place: Delhi
2. After name approval now, Hold EGM and approve name change
CERTIFIED TRUE COPY OF THE 01ST EXTRA ORDINARY GENERAL MEETING OF THE MEMBERS OF _________ PRIVATE LIMITED FOR THE FINANCIAL YEAR 2020-21 HELD ON FRIDAY, 23rd OF JULY, 2021 AT REGISTERED OFFICE OF THE COMPANY _______
Special Business and Special resolution:
NAME CHANGE OF THE COMPANY
The Chairman informed the Members that the Company wishes to Change of the company from _______ Consultancy Private Limited to _________ Private Limited.
RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions, if any, of the Companies act, 2013 read along with applicable rules, the approval of the Shareholders in general meeting be and is hereby accorded to the board of director of the company to change the name of the Company from ___________ Private Limited to _____________ Limited”.
FURTHER RESOLVED THAT the Name Clause being Clause I in the Memorandum of Association of the Company be altered accordingly and substituted by the following clause:
1. The Name of the Company is “___________________________”
FURTHER RESOLVED THAT in terms of Section 14 of the Companies Act, 2013 the Articles of Association of the Company be altered by deleting the existing name of the Company wherever appearing and substituting it with the new name of the Company.
RESOLVED FURTHER THAT any of the Director of the Company be and is hereby authorized to do all such acts , things and deeds as may be required in order to the effective execution of the said resolution including but not limited to file necessary e-forms under his digital signature with Registrar of Companies or such other Regulatory Authorities.”
CERTIFIED TRUE COPY
FOR ________ PRIVATE LIMITED
DIRECTOR
DIN- 0
Date: 23/07/2021
Place: Delhi
*****
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013.
At the Board meeting held on 13th day ______, the Directors of the Company put forward the proposal to change the name of the Company by new name “______________ Private Limited” would be used to give better representation in the Market. The Board of Directors discussed the same and is of the opinion that the name of the company be changed from ‘___________ Private Limited to ___________ Private Limited’.
As a result of change in the name, the clause I of the Memorandum of Association is also required to be
suitably amended.
Your Directors recommend the above as Special Resolution
None of the Directors, Key Managerial Persons (KMPs) of the Company or any relatives of such Director or KMPs, shall be considered to be concerned or interested in the proposed Special Resolutions.
The Board recommends the Special Resolution set forth in Item No. 1 of the Notice for approval of the Members
3. PREPARE EGM MINUTES
MINUTES OF THE 01ST EXTRA ORDINARY GENERAL MEETING OF THE MEMBERS OF _______ LIMITED FOR THE FINANCIAL YEAR 2020-21 HELD ON FRIDAY, 23rd OF JULY, 2021 AT REGISTERED OFFICE OF THE COMPANY _________
Time of Commencement : 10:30 AM
Time of Conclusion : 11:30 AM
Members Present:
In Person : 2 (Two)
In Proxy : Nil
Present:
Mr. Nir : Director & Shareholder
Mr. : Director & Shareholder
Chairman of the Meeting
Mr. _____ was elected as the Chairman of the meeting.
Quorum
The requisite quorum being present, the Chairman called the meeting to order.
Notice of EGM
With the permission of the Members, the Notice of meeting was taken as read.
The Chairman informed the members that the Register of Members and the Register of Director’s shareholding were available for inspection.
SPECIAL BUSINESSES
ITEM NO. 1
NAME CHANGE OF THE COMPANY
The Chairman informed the Members that the Company wishes to Change of the company from ________ Limited to ___________D Private Limited.
The following Resolution have been proposed and seconded by the two shareholders was taken up for consideration:
RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions, if any, of the Companies act, 2013 read along with applicable rules, the approval of the Shareholders in general meeting be and is hereby accorded to the board of director of the company to change the name of the Company from _______ Private Limited ________ Private Limited”.
FURTHER RESOLVED THAT the Name Clause being Clause 1 in the Memorandum of Association of the Company be altered accordingly and substituted by the following clause:
1. The Name of the Company is “____________D PRIVATE LIMITED”
FURTHER RESOLVED THAT in terms of Section 14 of the Companies Act, 2013 the Articles of Association of the Company be altered by deleting the existing name of the Company wherever appearing and substituting it with the new name of the Company.
RESOLVED FURTHER THAT any of the Director of the Company be and is hereby authorized to do all such acts , things and deeds as may be required in order to the effective execution of the said resolution including but not limited to file necessary e-forms under his digital signature with Registrar of Companies or such other Regulatory Authorities.”
The resolution was put to vote by show of hands and same was passed unanimously as Special Resolution.”
Vote of Thanks
There being no other business to transact, the meeting ended with a vote of thanks to the Chair.
Chairman
Date of Entry Book: 23-07-2021
Date of Signing: 23-07-2021
Place: Delhi
4. Get All Documents signed, Resolutions and minutes
File form MGT-14 first then file Form INC-24
IN form INC-24 SRN of MGT-14 is mandatory, it is suggested to Wait for Approval of MGT-14 first.
Attachment of Eform MGT-14:
1. CTC of EGM
2. Amended MOA & AOA with Name name (optional)
3. Name Approval Letter (optional)
Attachment of Eform INC-24:
1. EGM Signed Minutes
2. Amended MOA & AOA with Name name (optional)
3. Name Approval Letter (optional)
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