Analysis of Name Change Provisions For Listed & Unlisted company Under Companies Act, 2013
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.
Mandatory Compliances for Name Change
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
Effect of Name change
Restriction on changing name to those companies
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
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
6. File Form INC-24 with required documents and fees within 30 days of passing special resolution
Reasons for rejection of Form INC-24
Following can be reasons for rejection-
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|
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
(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
(c) Amount invested in the new activity/project is at least 50% of the assets of the listed entity
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
(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.