Before discussing the procedure for changing the name of a company, let see concepts that we will be discussing in this article:-
MOA ( Memorandum of Association)
Procedure for changing the name of a company
According to section 13(1) of the companies act 2013, the name of a company can be changed by making changes in the MOA (Memorandum of Association). A company whether it is a public or private limited company, its name is considered as the identity. For changing the name of a company, you first have to get approval from the members in general meeting. In the general meeting, A special resolution is required to be passed since the changing name of a Company involves amendments in the Memorandum of Association. Also, you need to take approval from the central government.
The Company can change there name after incorporation in the following way:
Conversion of name from private to public
Conversion of name from the public to a private company
Change of name from XYZ limited to ABC limited.
So, here are some steps to alter the name of the company which are as follows:-
Step 1: Calling of a board meeting
By the provisions of Section 173(3) of the Companies Act, 2013, draft Notice and Agenda for the Board meeting and issue notice i. It conveys a meeting of the Board of Directors to consider the need and reason for changing the name of the company. Also, given its in-principal approval for the changing name of a Company
Issue Notice of Board Meeting to all the directors of the company at least 7 days before the date of the Board Meeting.
Notes to Agenda
Step 2: Hold Board Meeting
Hold Board meeting and discuss the resolutions below:
Proposed new names for the company
Pass Board Resolution after Selection of Names
Authorizing any Director or Company Secretary for making an application with the office of Registrar of Companies for the approval of new name as decided by the Board
Step 3: Name approval from ROC
Name approval should obtain from the ROC (Registrar of Companies). The company has to apply eForm No. – INC 1 along with the prescribed fee. The name is valid for 60 days once it is approved by the ROC. The new name should be by Rule 8 of the Companies (Incorporation) Rules, 2014.
The company requires to file a Special Resolution passed by shareholders for an alteration of MOA with concerned Registrar of Companies as per section 13(6). Prepare and file eForm No. MGT 14 within 30 days of the passing of Special resolution with the RoC. The following documents shall be filed as an attachment to the eForm No. MGT – 14:
Notice of extraordinary general meeting along with the explanatory statements;
In case the extraordinary general meeting convenes on shorter notice, the Consent letter of shareholders should be there.
Prepare and file eForm No. INC – 24. This should be done within 30 days of the passing of a Special resolution for obtaining approval of the Central Government for a changing name of a Company. The following documents shall be filed as an attachment to the eForm No. INC – 24:
Notice of extraordinary general meeting along with the explanatory statements