Name Change Provisions For Listed & Unlisted company

Analysis of Name Change Provisions For Listed & Unlisted company Under Companies Act, 2013

Introduction

Name change involves alteration in Memorandum of the company. So provisions for Alteration of Memorandum are to be complied. Let us know in detail through this article  about applicable provisions and practical procedures to change the name of a company. 

Applicable Provisions 

• Section 13 and 4 of  Chapter II- Incorporation of Company and Matters Incidental Thereto 
• Rule 8,9, 29 of The Companies (Incorporation) Rules, 2014 

Mandatory Compliances for Name Change

• Passing of Special Resolution for Alteration of Memorandum (Section 4 and 13) 
• Reservation of New name by filing RUN form using Web service SPICE + with fees of Rs. 1,000/- which should be as per prescribed Name Guidelines – (Rule 8,9 of The Companies (Incorporation) Rules, 2014 )  
• Central Government (Registrar of Companies) approval in Form INC-24 with prescribed fees depending on type and amount of share capital of the company (Rule 29 of The Companies (Incorporation) Rules, 2014 

Note

Form INC-24 not required to be filed if Name change involves only addition or deletion of word Private Limited from Company’s name (In case of company conversion)  

Forms to be filed

• RUN Form- For Name Reservation with Fees of Rs. 1000/- 
• Form INC-24- Application for Central Government Approval for Name Change (With fees depending on type of company and share capital amount)
• Form MGT-14- Filing of Resolutions and Agreements with ROC (With fees depending on share capital)

Effect of Name change

• New name entered in Registrar of companies in place of old name 
• New Certificate of Incorporation issued in Form INC-25  

Restriction on changing name to those companies

• Who has not filed annual returns or financial statements
• Who have failed to pay or repay matured deposits or debentures or interest thereon

Note

After making above filings, Name change is allowed  

Procedure for Name change 

1. Send at least 7 days along with Agenda, Notes to Agenda  to directors for conducting board meeting. 

2. Pass BR proposing names for filing RUN form and authorizing any director to file Form INC-24 and approving EGM notice for conducting EGM. 

3. File RUN form for name reservation using Web service SPICE+ 

Documents for RUN form 

• Board resolution copy- indicating proposed new name for company
• Trademark owner’s approval ( if name resembles to any registered trademark or trademark applied for registration) 

Note-

• Above form can be Approved or rejected by Central Registration Centre (depending on department) 
• If any defect arises in the form, it can be resubmitted within 15 days  

4. Send at least 21 clear days notice for Conducting EGM for passing Special resolution 

EGM can be conducted at a shorter notice if consent of Majority members and having 95% of share capital entitled to the right to vote is taken. 

5. File MGT-14 within 30 days of passing special resolution 

Documents required 

• Extract of minutes of shareholders meeting- EGM
• Copy of Shareholders resolution including Explanatory statement
• Notice of EGM  
• Shorter notice Consent of shareholders (if meeting held at shorter notice)
• Board resolution copy 
• Name reservation letter by ROC 
• Altered MOA and AOA reflecting change of name 
• Attendance sheet of General meeting

6. File Form INC-24 with required documents and fees within 30 days of passing special resolution 

Documents required 

• Extract of minutes of shareholders meeting- EGM
• Copy of Shareholders resolution including Explanatory statement
• Notice of EGM  
• Attendance sheet of General meeting
• Shorter notice Consent of shareholders (if meeting held at shorter notice)
• Board resolution copy 
• Name reservation letter by ROC 
• Altered MOA and AOA reflecting change of name 
• List of members/shareholders of the company along with number of shares held by them 
• Approval from Regulatory Authority/ Department (if any) 

Reasons for rejection of Form INC-24 

Following can be reasons for rejection-

• Incomplete or Unsigned attachments
• Company is restricted to file form due to above mentioned restriction
• Expiry of Proposed name
• If reasons for Name change not properly justified 

Additional Compliances for Listed Entity under Listing Regulations

Below regulations are required to be complied along with above provisions. 

Regulation 45- Name change of listed entity

Compliance with stock exchange	Time limit
Submitting a certificate from Chartered Accountant stating compliance with specified conditions of name change	Approval has to be taken from stock exchange before filing the request for change of name with the Registrar of Companies in terms of provisions of Companies Act, 2013 and its rules

Conditions to comply for name change

Following conditions to be complied with for change of name :-

(a) Time period of at least 1 year has elapsed from the last name change And (b) At least 50%  of the total revenue in the preceding one year period has been accounted for by the new activity suggested by the new name Or (c) Amount invested in the new activity/project is at least 50% of the assets of the listed entity

Note

If any listed entity has changed its activities which are not reflected in its name, it shall change its name in line with its activities-

Within 6  months from the change of activities in compliance of provisions prescribed under Companies Act, 2013

Meaning of assets and advances 

(i) Assets means –

Sum of fixed assets, advances, works in Progress / Inventories, investments, trade receivables, cash & cash equivalents

(ii) Advances includes- 

Only those amounts extended to contractors and suppliers towards execution of the project, specific to new activity as reflected in the new name.