What is the Process Change in Name of NBFC?

Narendra Kumar

31 Dec, 2020

Instances have been brought to the notice that some of NBFCs are changing their name, more particularly to add InfoTech tag with a view to taking the advantage of the capital market sentiments, which may jeopardize the interest of the depositors and the investors. The name change may result in the principal business of the process Change in Name of NBFC thereby it can affect its eligibility for grant and holding of Certificate of Registration.

Procedure to Change the Name of the NBFC

With the view to protect the interest of the Public, the NBFC intending to change the existing name need to obtain the prior permission of RBI before the compliance of ROC for name change process. The violation of the directions given by RBI^[1] would attract serious action against the company including cancellation of COR (if already granted).

NOC from RBI is Required Before Starting the ROC Compliance.

1. Apply to the RBI by writing the request letter for getting the NOC from the RBI for the new name.

• Submit same with basic details like Certificate of Registration (COR), Company Identification Number (CIN), PAN card copy and further details if required.
• The application for NOC is not necessarily being granted in first instances rather the authority can ask for further details and information.
• After getting the approval from the authority, approval from MCA is required and compliance related to the ROC is required to be implemented.

1. A Copy of the Board Resolution for a Change in Name of NBFC the Company and reasons thereof behind the name change.

• Audited Balance Sheet for the last three financial years with all notes/schedules.
• Certificate of availability of name from Registrar of Companies^[2] (RoC).
• Board resolution to the effect that the Company does not have public deposits and will not accept the same during the financial year.
• SA certificate that the Company has never accepted public deposits and does not hold any public deposits as on date.
• SA certificate that the Company has complied with all the prudential norms prescribed by RBI.
• List of existing Directors and Changes in Directors along with with prescribed filings with Registrar of Companies regarding appointment /resignation of directors.
• Declaration on nonjudicial stamp paper by the Directors under Section 45-S of the RBI Act, 1934, regarding non-association with the unincorporated bodies which accept public deposits
• Declaration on nonjudicial stamp paper by Directors that they are not associated with any vanishing or rejected company.
• Board resolution confirming compliances of Section 164 and 165 of the Companies Act, 2013 by all the Directors of the Company.
• Board resolution resolving to comply with RBI guidelines regarding KYC norms and PMLA norms.

1. Applying for name reservation and compliances of ROC and getting the name availability from the concerned authority.
2. Passing the special resolution in EGM for the alteration of Name Clause and object clause in MOA
3. After EGM, file MGT-14 for passing a special resolution with altered MOA.

Public Notice

An advertisement should be published by the company to inform all the stakeholders in the English newspaper and one in vernacular language newspaper where the registered office of the company is situated.

Conclusion-The change of name of NBFC required prior approval of RBI and necessary compliances are required to be followed prior to change the name. Further, the change in name of nbfc should not affect the investors and shareholders.