Procedure For Changing Name of a Company

Before discussing the procedure for changing the name of a company, let see concepts that we will be discussing in this article:-

• Introduction
• 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.

Memorandum Of Association

Memorandum of Association (MOA) is a legal document that defines its relationship with its stakeholders and aims and objectives of the company. It is prepared in the Company formation and registration process. The private limited company registration depends on the company’s MOA.

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As per section 4(1), MOA includes the following important clauses:

• Name Clause:- The name of a company
• Registered Office Clause:- The State of India where the registered office of the company situates
• Objects clause:- Aims and objectives of the company
• Liability Clause:-  Defines liability of members of the company
• Share Capital clause:- Defines Authorized share capital of the company
• Association Clause:– Information regarding its first shareholders and the number of shares allocated to them.

Alteration of MOA may be of following kinds:

1. Change in Name clause:- Section 13 (2) and (3)
2. Change in Registered Office:- Clause Section 13 (4) (5) and (7)
3. Object clause:- Section 13 (8) and (9)
4. Capital clause:- Section (61) (64)

Procedure for changing the name of a company

The Company can change there name after incorporation in the following way:

1. Conversion of name from private to public
2. Conversion of name from the public to a private company
3. 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.
• Attach Agenda
• Notes to Agenda
• Draft Resolution

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.

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Step 4: Approval of members in General Meeting

Notice of EGM (Extraordinary General Meeting) will be given to all the members. It should be notified at least 21 days before the actual date of EGM.

• All the Directors.
• Members
• Auditors of Company

The notice includes the designation, date, day, and time of the meeting and contains a statement on the business to transact at the EGM.

Step 5: Holding of General Meeting

In this meeting, pass the following resolutions:

• Change of name of the company and certain amendments in the MOA of the Company as Special Resolution
• Change of the main object of the Company and certain amendments in the MOA of the Company as Special Resolution
• Deletion of other object clauses of the MOA of the Company as Special Resolution
• Amendment the liability clause of the MOA of the Company as Special Resolution
• Adoption of a new set of AOA (Articles of Association) of the Company as Special Resolution.

Step 6: Filing forms with ROC

E-form MGT.14

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;
• A certified true copy of Special resolutions;
• Altered Memorandum and Articles of Association;
• Minutes of the extraordinary general meeting;
• In case the extraordinary general meeting convenes on shorter notice, the Consent letter of shareholders should be there.

E-form INC-24

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
• A certified true copy of Special resolutions;
• Altered Memorandum and Articles of Association;
• Minutes of the extraordinary general meeting;
• In case the extraordinary general meeting convenes on shorter notice, the Consent letter of shareholders should be there.

Step 7: Issue of New Certificate

After completing the Above Procedure ROC will issue a New Certificate of Incorporation.

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