Procedure for change of name of a Company under provisions of Companies Act, 2013

The Company post incorporation can change its name under the following circumstances:

(a) Conversion of name from private to public, or

(b) Conversion of name from public to private, or

(c) Change of name from ABC limited to XYZ limited.

(d) Any other mode of restructuring as permitted under Companies Act.

Under a given article, we are dealing with brief procedure on change of name of the Company pursuant to Section 13 (2) of Companies Act, 2013.

Provisions Applicable – Section 13 (2) read with Section 4(2) and (3) of Companies Act 2013 & Rule 8 & 29(1) and (2) of the Companies (Incorporation) Rules, 2014.

Section 13(2) of the Companies Act, 2013 deals with change of name which states that the name of the company can be altered by passing of special resolution and with the approval of the Central Government (Powers delegated to Registrar of Companies).

Section4(2) of the Companies Act, 2013 provides that no company shall be registered by name which:

• is identical with or resemble too nearly to the name of an existing company registered under this Act or any previous company law: or (Refer Rule 8 of Companies (Incorporation) Rules, 2014 or more information)
• will constitute an offence under any law for the time being in force or,
• is undesirable in the opinion of the Central Government.

Section 4(3) provides that, without prejudice to the provisions of sub-section (2), a company shall not be registered with a name which contains unless the previous approval of the Central Government has been obtained for the use of any such word or expression:

• any word or expression which is likely to give the impression that the company is in any way connected with, or having the patronage of, the Central Government, any State Government, or any local authority, corporation or body constituted by the Central Government or any State Government under any law for the time being in force; or
• Such word or expression, as may be prescribed.

Prohibited under following circumstances:

Rule 29(1): Change of name shall not be allowed to a company which has defaulted in filing its annual returns or Financial Statements or any document due for filing with the Registrar or which has defaulted in repayment of matured deposits or debentures or interest on deposits or debentures

Rule 29(2): For the purposes of sub-section (3) of Section 13, an application shall be filed in Form INC-24 along with the fee for change in name of the company and a new certificate of incorporation in Form INC-25 shall be issued to the company consequent upon change of the name.

Approvals required:

1. Board of Directors through passing of resolution at the meeting of Board of Directors or via circular resolution with requisite majority

2. Application for RUN – Reserve Unique Name Service be made to Central Registration Centre, Ministry of Corporate Affairs

Points to be considered-

√ Proposed selected names should be unique and different and not similar to the existing company names or registered trademarks.

√ You can apply for maximum two names as per your choice in the first time through RUN web service. If the names are not available, then you will get one chance to resubmit and apply freshly for another two names.

√ Once name is approved by the ROC, the same is reserved upto 60 days on payment of requisite fee as prescribed by Central Government.

3. The company on approval of unique name shall call Extraordinary General Meeting or through Postal Ballot or meeting through video conferencing as applicable to the company and process approval by passing of special resolution to approve alteration of Memorandum of Association.

4. On processing of requisite approvals, the company shall file form MGT-14 (for filing of special resolution on alteration of Memorandum of Association) and INC-24 (Application to Registrar of Companies for approval of name under Memorandum of Association and issue of new Certificate of Incorporation) within a period of 30 days from the date of EGM.

Attachments to form MGT-14:

• Certified True Copies of the Special Resolutions along with explanatory statement
• Copy of the Notice of meeting send to members along with all the annexure
• Altered Memorandum & Article of Association.
• Copy of Attendance Sheet of General Meeting
• Shorter Notice Consent, if any.

Attachments to form INC-24:

• Notice along with Explanatory Statements.
• Certified True Copy of Special Resolution.
• Altered Memorandum & Article of Association.
• Minutes of General Meeting.
• Affidavit from Directors.

Note: The company on alteration of name shall effect such change as per Section 12 of Companies Act, 2013.

(a) paint or affix its name, and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in legible letters in local language and English preferably being commonly used.

(b) get its name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses, if any, printed in all its business letters, billheads, letter papers and in all its notices and other official publications;

(c) updation of address in all other statutory offices, EPFO, ESI, Income Tax, GST and other valid registrations.

Below are few sample formats for documents of change of name of the company for reference purpose:

Format Of Board Resolution For Reservation Of Name And Application To Central Government

SUBJECT: RESERVATION OF NAME AND APPLICATION TO CENTRAL GOVERNMENT

“RESOLVED THAT pursuant to the provisions of Section 4(2) & (3), 13(2) read with rule 8 & 29 and other applicable provisions and rules if any, amended till date and subject to the approval of the shareholders of the company and the Central Government, consent of Board of Directors be and is hereby accorded to change the name of the company.”

“RESOLVED FURTHER THAT the company has its name change process for the reason being as it resembles the name of another existing company/ brand visibility/ change of objects of the business etc.”

“RESOLVED FURTHER THAT the consent of the Board of Directors of the Company be and is hereby accorded to change the name of the company from _____________________ (old name) to ________________________ (new name) or any other name as maybe made available by the Registrar of Companies and agreed upon by the Board of Directors of the Company.”

“RESOLVED FURTHER THAT any of the directors of the Company be and are hereby authorised severally to make an application to the Central Registration Centre (CRC) for getting approval on the names mentioned above through RESERVATION OF UNIQUE NAME (RUN) SERVICES and take other necessary steps in connection to name approval.” 

“RESOLVED FURTHER THAT for purpose of giving effect to this resolution, Mr/Ms. _________________, Director of the company (DIN: __________) be and is hereby authorised on behalf of the company to do all such acts, deeds, matters, things as deemed necessary and to sign and execute all necessary documents, applications and returns, e-forms in this regard.”

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Board Resolution For Calling Of General Meeting For Changing The Name Of The Company And Alteration Of Memorandum Of Association

SUBJECT: CHANGING THE NAME OF THE COMPANY AND ALTERATION OF MEMORANDUM OF ASSOCIATION

“RESOLVED THAT pursuant to the provisions of Section 4(2) & (3), 13(2) read with rule 8 & 29 and other applicable provisions and rules if any, amended till date, subject to the approval of the shareholders of the company and the Central Government, the consent of the Board of Directors be and is hereby accorded, to alter the memorandum of association.”

“RESOLVED FURTHER THAT any of the directors of the Company be and are hereby authorised to make necessary application for obtaining approval to change of name accordingly to the Registrar of Companies, ________(state) and to do all such acts and things as may be deemed necessary in this regard.”

“RESOLVED FURTHER THAT an Extraordinary General Meeting of the Company convened on ______(day) at ______(time), at the registered office of the company at __________________________________(address) for obtaining the consent of the shareholders for the change of name.”

“RESOLVED FURTHER THAT the draft notice for conducting the Extraordinary General Meeting of the Company on ______________ (date of EGM) as placed before the Board Meeting be and is hereby approved.”

“RESOLVED FURTHER THAT any of the said Director/Authorised person (as the case maybe), be and is hereby authorised to send the notice of the meeting to all the members of the company and the persons entitled to the notice.”

“RESOLVED FURTHER THAT the name of the Company is changed from its present name to name mentioned below and as approved by the Central Registration centre (CRC):

‘New name of the company’

“RESOLVED FURTHER THAT the clause one of memorandum of association of the company be altered subject to approval of shareholders.”

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Format of Special Resolution for Change of Name of the Company 

SUBJECT: CHANGE OF NAME OF THE COMPANY AND ALTERATION OF THE MEMORANDUM OF ASSOCIATION FOR CHANGE OF NAME.

“RESOLVED THAT pursuant to the provisions of Section 4(2) & (3), 13(2) read with rule 8 & 29 and other applicable provisions and other applicable provisions and rules if any, amended till date, subject to the approval of the shareholders of the company and the Central Government, the consent of the shareholders be and is hereby accorded, to change the name of the company from _____________________ (old name) to ________________________ (new name).”

“RESOLVED FURTHER THAT Clause I of the Memorandum of Association of the company be substituted by the following:

‘Clause I – The name of the company is _____________________________________’ (new name)

“RESOLVED FURTHER 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 for purpose of giving effect to this resolution, Mr/Ms. _________________ (DIN: __________) and Mr/Ms. _________________ (DIN: __________), Directors of the company be and is hereby authorised on behalf of the company to do all such acts, deeds, matters, things as deemed necessary and to sign and execute all necessary documents, applications and returns, e-forms and to take all such steps that may be required.”

Explanatory Statement:

The promoters of the company wish to change the business line of the company/ It was felt by the directors of the company that for entering in to the new area of ________ there is a need to arise a new name for the company, therefore in order to reflect the above given reason, the Board of Directors in its above meeting on ______________ has decided to change the name of the company from “_________________________” (old name) to “______________________” (new name)

The name __________________________ (new name) is subject to the approval of by the Registrar of Companies, Central Registration Centre which will be valid for 60 days.

Consequent to the change in name of the Company it is indispensable to amend the Memorandum of Association and Articles of Association of the company so as to comply with the provisions of the Companies Act, 2013.

Change in name of the company, Alteration of memorandum and Articles of Association requires approval of members of the company by way of special resolution.

Your Directors recommend the passing of the Resolution No….. of the Notice as a Special Resolution by the Members.

The Altered Memorandum and Article of Association of the Company with the proposed changes are available for inspection by the Members at the Registered Office of the Company during 11.00 a.m. to 06.00 p.m. on all working days except Sundays till the date of the meeting.

The resolution as proposed is recommended for approval.

None of the directors are concerned or interested in the proposed resolution except to the extent that they hold any shares in the company.

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Format Of Affidavit For Change Of Name Of The Company 

(Pursuant to Rule 29(1) of the Companies (Incorporation Rules)

I ___________,  Mr___________, R/o ___________ being Director of M/s. ___________do hereby solemnly affirm and declare that:

1. No inquiry, technical scrutiny, inspection or investigation is ordered or Pending Against the company;

2. (No prosecution or any compounding application for any offence under the Act Or under any of the other Acts is pending against the company or against the undersigned;

3. (The company does not have any management disputes or there is no litigation pending with regard to management or shareholding of the company;

4. No order is in operation staying filing of the documents by a court or tribunal;

5. The Company has not defaulted in filing its annual returns or financial statements or any document due for filing with the Registrar;

6. The Company has not defaulted in repayment of matured deposits or debentures or interest on deposits or debentures thereon;

7. The company has duly complied with and filed with necessary application/documents the concerned authorities;

I, solemnly affirm that this declaration is true, that it conceals nothing and that no part of it false.

Date:

Place: ___________

Signature:

DIN:

Designation:

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Format Of Name Application Letter

To,
Central Registration Centre (CRC)
Ministry of Corporate Affairs
Plot No. 6, 7, 8, Sector 5, IMT Manesar,
Gurgaon, Haryana -122050

Subject: To approve the change of name of the Company from “________________________________” to “___________________________________________”.

Dear Sir/Madam,

We, the Promoters/Directors of __________________________________ (Old name) are making name application for the change of name of the company from “____________________________” to “___________________________________________”.

Kindly consider our application and approve the desired name.

Thanking you,

Signature:

DIN:
Designation: