Change in Business

Process for Change of Name of Company

Company

The name gives an identity to an entity. Every Company is known by its name. The Memorandum of Association (MOA) of the Company contains the clauses like Name clause, Registered Office clause, Object Clause, Liability Clause, Capital Clause. By altering the MOA of the Company one can change the Name Clause. There can be several reasons to alter the name of the company such as ownership change, diversification of business activity etc. in this article we will learn the procedure to be followed for change in name clause.

Determination of Company’s New Name

The Very first stage for change in name of the Company is to decide the proposed new name. One has to decide the New Name of the Company considering many factors like availability of name under MCA, no trademark is being prejudiced etc. One has to consider the provisions of the Companies Act 2013.

You can check the name availability under MCA search name tab.

Board Meeting:

After discussion on New Name, now Board of Directors has to decide the reasons for such change. Also, they need to decide six proposed new name for a change. The name change requires Board approval at Board Meeting wherein the Board has to authorize one Director to file an application with ROC for the name change.

Application for approval of Company’s New Name Availability

As per the provisions of the Companies Act, 2013, another step is to file an application for a name change. The Company needs to file an application in e-form INC-1 along with fees to ROC. The Company can provide 6 alternative names.

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The Company needs to attach Certified True Copy of Board Resolution in e-form INC-1. On satisfaction, ROC may approve the proposed name of the companies. If ROC is not satisfied same can be asked for resubmission along with the reason for not approving.

The newly approved name is available for 60 days from the date of approval. Kindly note that the approval is for only the name availability not for the change in name.

Hold Board Meeting:

Next step after approval of availability of name is convening a Board meeting. The Board of directors has to approve the next General Meeting to get approval from the Shareholder for change in the existing name of the Company to new available name approved by ROC.

In Board Meeting Board of Directors shall approve the notice for calling a general meeting, and authorize one director to comply with the provisions of the Companies Act 2013.

Hold General Meeting:

Amendment to MOA requires approval form Shareholder. Next step is to get approval from shareholder by passing a special resolution. The amendment shall be in accordance with the provisions of Section 13 of the Companies Act 2013.

Filing of ROC form to get a new certificate of Incorporation with the new Company name

E form MGT-14:

After the approval of shareholders, next step is to file e-form MGT-14 for amendment or change in MOA of the Company within the 30 days from the passing a special resolution.

E-form MGT 14 shall contain the following documents attached with:

  • Minutes of the General Meeting
  • Notice for calling General meeting
  • Certified True Copy of Board resolution
  • Certified copy of Special resolution
  • Altered Memorandum of Association;
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On satisfaction Registrar of Office shall approve the e-form MGT-14 by giving intimation to the Companies about approval.

E form INC 24:

After the approval of Form MGT-14, next step is to file e-form INC-24 to give effect to the amendment. INC-24 shall be filed within 30 days from the date of the general meeting to obtain approval for change in name from CG which power is now delegated to the ROC.

E-for INC 24 shall contain the following attachments:

  • Certified True Copy of the Minutes of the General Meeting
  • If the change is due the change in main activity than certified true copy from a chartered accountant certifying the turnover details of a new entity.
  • The SRN of e-form MGT-14 and INC-1 filed with ROC. Hence INC-24 can be filed after filing of MGT-14 and INC-1.

The issue of New Incorporation Certificate with new Name

On satisfaction of ROC shall grant its approval for change in name. ROC shall issue the new certificate of incorporation with the new name of the Company. The company can use its new name after completing all the legal formalities.

Not applicable for such Company:

As per the rule 29 of the Companies (Incorporation) Rules, 2014, the following defaulting Company is not allowed to change the name clause:

  • The Company who has failed to file Annual Return or financial statement
  • The Company who has failed to repay deposits or debentures on maturity or interest thereon.

After compliance with the above provisions, the Company’s can proceed with the change in name.

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Also Read: What is The Process of Company Name Change as per Companies Act 2013?

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