10 August 2010
Steps involved for change in the name of a company The procedure for altering name clause of Memorandum and Articles of Association of the company is being given herein under: 2.1 Decision to be taken for change in name by the Board The Board of directors of a company should first consider the need and reason for changing name of the company. The decision should be thoughtful and satisfying to the approving authorities. An existing company may change its name by a new name for many reasons like:— (a) the new name is corresponding to a new business which it has proposed to undertake or started undertaking; (b) a company, which has been carrying on its business for a long time and has established a standing in the market, may decide to shorten its name and may like to be known by its abbreviated name as for example "IFCI Ltd." in place of Industrial Finance Corporation of India Ltd., etc. (see Department's clarification given in Appendix 1). 2.2 Seeking availability of the proposed new name from the Registrar of Companies The Board shall authorise the secretary or any of the director of the company to make an application in e-Form 1A along with necessary filing fee of Rs. 500 to the Registrar of Companies for getting his confirmation regarding availability of the proposed new name. Application in respect of addition or deletion of "Private" is required is also required to be submitted electronically in e-Form 1A. E-Form 1A should be filled in the manner as given in Appendix 5. The Registrar shall intimate the applicants about the status of availability of name. The Registrar's confirmation of availability of name shall be valid for six months. 2.3 Approval of members in general meeting On obtaining confirmation of the Registrar regarding the availability of proposed new name, the Board shall convene a general meeting of members as per the provisions of Companies Act, 1956 for the purpose of obtaining approval by way of special resolution for effecting change in the name of the company u/s 21. (Specimen of special resolution has been placed in Appendix 6). The resolution so passed shall be subject to approval of the Central Government (powers have been delegated to the Registrar of Companies). Since the change in name of the company also requires amendment in various documents of the company viz., Memorandum and Articles of Association, letter head, invoices, etc., it is advisable to pass special resolutions for alteration of respective clauses of Memorandum and Articles of Association and the Board shall have general authority to make necessary corrections in all the documents wherever it is required to reflect the new name of the company. 2.4 Filing of e-Form 23 to the Registrar The Company shall also file certified copy of the special resolution and the explanatory statement electronically with the Registrar within 30 days of passing of the resolution pursuant to section 192 in e-Form 23. (See Appendix 7) 2.5 Application to be made in e-Form 1B and approval by the Registrar u/s 21 An application in e-Form 1B u/s 21 of the Act is to be made to the Central Government (powers delegated to the Registrar) electronically for approval of change of name of the company. (Specimen of application has been given in Appendix 8) alongwith fee as per the Companies (Fees on Application) Rules, 1999 either, in cash or by demand draft. The Registrar of Companies shall consider and scrutinize the application for change in name on various grounds like:— (a) the company has furnished sufficient reasons for change in name and that the proposed change in the name is in consonance with the principal objects of the company; (b) that the proposed name is not undesirable as per the guidelines announced by the Government; (c) that if the company has applied for abbreviated name, the company is well established and has a reputation in the market. On being satisfied the Registrar shall accord his approval for the change in name and shall issue a certificate of such effect
10 August 2010
Specimen of Board Resolution for Change of the name of the Company RESOLVED THAT pursuant to the provisions of section 31 of the Companies Act, 1956 and subject to the approval of the ROC and the members at the General Meeting the name of the Company be changed from KW Limited to AW Limited. FURTHER RESOLVED THAT Shri SK, the Managing Director of the Company be instructed to issue a notice of Extra Ordinary General Meeting to the members of the Company and others who are entitled to receive the same in order to obtain their approval for the above matter of conversion.
FURTHER RESOLVED THAT Shri SK, the Managing Director of the Company be and is hereby authorised to make an application to make an application to the Registrar of companies in e-Form 1A and to do all such acts, deeds and things as may be required to be done in this regard.
10 August 2010
Specimen of Special Resolutions I. Special resolution for change of name company
RESOLVED THAT pursuant to the provisions of the Companies Act, 1956 the name of the Company be and is hereby changed from KW LIMITED to AW LIMITED and necessary corrections in the name Clause of the Memorandum And Articles of Association and all such other papers, documents and matters be made to give effect of the changed name accordingly. II. Special resolution for adoption of new set of articles RESOLVED THAT the a new set of Articles of Association incorporating the provisions applicable to the Public Limited Companies as placed before the Meeting be and is hereby substituted and adopted in the place of the existing Articles of Association of the Company.