Process for Change of Name of a Company on V3 Portal (MCA)

PROCEDURE FOR CHANGE OF NAME OF THE COMPANY

(Applicable Section: Section 4 & section 13 of the Companies Act, 2013)

(Applicable Rules: Rule 8, 9, & 29 of Companies Incorporation Rules, 2014)

Brief Provisions:

Section 4 deals with the Memorandum of Association of a Company. Sub section (2) & (3) read with rule 8 Companies (Incorporation) Rules, 2014 states that the Name of a Company Should not be identical to an existing Company or undesirable. Please refer the rule for detailed understanding.

Once the name has been decided.

1. Send a notice for Board Meeting to approve the proposed name change.

2. Convene the Board Meeting & pass a Board Resolution.

3. Make an application for Reservation of such proposed name in WEB Form “RUN” pursuant to Section 4(4) read with rule 9 Companies (Incorporation) Rules, 2014.

(The filing fee is Rs. 1000. Make sure to attach a Board Resolution for proposed name Change. It usually takes 7 to 10 days for Central Registration Centre (CRC) to approve & make the name available to the applicant if no issue is found in RUN Form.)

(As per Section 4(5), the name shall be reserved for a period of 60 days from the date of approval of RUN.)

4. Upon receiving the name approval letter from the ROC, send notice & convene a 2^nd Board Meeting to consider the approved name & to call an EGM to secure Members consent by way of a Special Resolution (SR) for proposed name change & subsequent alteration of MOA & AOA.

5. Send notice of EGM, refer the format given below.

6. Convene the EGM & pass SR.

7. With 30 days of passing SR, file MGT-14 & INC-24.

8.  On successful filing, ROC will issue a New Certificate of Incorporation.in INC-25.

9. Convene the EGM & pass SR.

10. With 30 days of passing SR, file MGT-14 & INC-24.

11. On successful filing, ROC will issue a New Certificate of Incorporation.in INC-25.

Section 13 deals with Alteration of MOA. As per section 13(2) read with rule 29 of the Companies (Incorporation) Rules, 2014 name change shall be approved by the Central Government (CG). The CG has delegated the power to ROC for the same. A Company Shall file Form INC-24 to seek ROC’s approval.

Prepare Following documents for MGT-14 & INC-24.

• EGM Notice along with Explanatory Statement as per section 102.
• Special Resolution
• Minutes of EGM
• Altered MoA & AoA.

Important Points.

• Reason for name change should be clear before proceeding to file the above Forms.
• You will be asked to file linked form INC-33 (e-MoA) & INC -34 (e-AoA) along with MGT-14. In the clause 3(a) & 3 (b) of e-MoA, if you are unable to enter the entire objects of your MoA, please write “refer the attachment” in the given space & attached you MoA accordingly.
• Make sure you have your MoA ready in word format, which will enable you to copy & paste objects in the e-MoA.
• If your MoA & AoA is in accordance with the Companies Act, 1956, kindly follow the process for adoption of new set of MoA & AoA as per the requirements of the Companies Act, 2013. This will smooth out the process of filing e-MoA & e-AoA.

1. Convey Board Meeting of Directors.

2. File – e-form- RUN with ROC for its approval.

3. ATTACHMENTS:

Copy of Board Resolution.

Approval of Owner of Trade Mark or the applicant of such application

[If proposed name(s) are based on a registered Trade Mark or is a subject matter of an application pending for registration under the Trade Mark Act, 1999]

4. Name Approval Certificate from ROC, if applied name are available.

5. Hold General Meeting.

6. File Form MGT-14 (Filing of Resolutions and agreements to the Registrar under section 117) with the Registrar along with the requisite filing within 30 days of passing the special resolution, along with given documents:-

• 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;
• A printed copy of the Memorandum Article of Associations.
• Copy of Attendance Sheet of General Meeting.
• Shorter Notice Consent, if any.

7. File Form INC – 24 within 30 days of passing of Special Resolution. (For CG approval) ATTACHMENTS:

• Notice along with Explanatory Statements.
• Certified True Copy of Special Resolution.
•  Altered in MOA & AOA.
•  Minutes of General Meeting

8. After completing Above Procedure ROC will issue a New Certificate of Incorporation.in INC25