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Change in Name & Object (Corporate Law)

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This query is : Resolved

Author : Anonymous

( Author )
02 February 2010

One of the Existing company is planning to change its name and object clause, what are the procedures that we should follow first, filing Form 1A and Form 23, which one is to be filed first?? What are the procedures?? Pls help??


Ankur Garg

( Expert )
02 February 2010

Steps involved for change in the name of a company

Please find below the procedure for altering name clause of Memorandum and Articles of Association of the company:

Board meeting for deciding the agenda for change in name
The Board of directors of a company should first consider the need and reason for changing name of the company. Change of name for an existing company may be due to:
(a) the new name is corresponding to a new business which it has proposed to undertake;
(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 "LIC Ltd." in place of Life Insurance Corporation of India Ltd., etc.

Seeking name availability for proposed new name from the ROC
An application in e-Form 1A is required to be made along with necessary filing fee of Rs. 500 to the ROC for getting confirmation regarding availability of the proposed new name. The Registrar shall intimate the applicants about the status of availability of name.

Approval of members in general meeting
After getting name availability confirmation from the ROC, the Board shall convene a general meeting of members for the purpose of getting member’s approval through passing special resolution u/s 21. The resolution so passed shall be subject to approval of the Central Government. (powers have been delegated to the Registrar of Companies).
As change of name of company involves amendment in Memorandum (MOA) and Articles of Association (AOA) etc., so special resolutions also required to be passed for alteration of MOA and AOA.

Registration of Special Resolution with ROC through form-23 (Section-192)
As desired by section 192 (4)(a) Company shall also file certified copy of the special resolution along with explanatory statement with ROC through form-23 within 30 days of general meeting.

Filing of form-1B with ROC u/s 21
In accordance with section 21 an application in form 1B is to be made to the ROC (Powers delegated to the ROC by Central Government) for approval of change of name of the company along with requisite fee.

Some important points to be observed for quick ROC approval are:
(a) company should furnish sufficient reasons for change in name;
(b) proposed name should not be undesirable as per the Govt. guidelines;
(c) for the application of 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.

Continuation of all legal proceedings by or against the company with the new name
As per section 23 change of name in the company shall not affect any rights or obligations of the company. Any legal proceedings, which might have commenced in the former name, shall be continued with the new name.

Change of name by Non-Banking Financial Company for name change
As per RBI guidelines, the NBF Companies are required to collect approval of RBI for change in their names. Therefore, the ROC shall require the "No Objection Letter" from the RBI before confirming name availability.
Such companies are required to submit an application to the RBI at their Regional Office, where the registered office of the company is situated. Annexure to be filed with application are:
1. Reason for change in name
2. Copy of the Board resolution
3. Auditors' certificate for non-acceptance of public deposit
4. Future business plans of the company.
After collecting "No Objection Letter" from the RBI, the same is required to be submitted to the ROC, in order to allow ROC to decide availability of name.


Ankur Garg

( Expert )
02 February 2010

Procedure for change in object clause


This process involves alteration of MOA

1. First Call a board meeting and pass following 3 resolutions

a) resolution for change in object
b) calling of General Meeting.
c) authorisation to sign digital form

2. On due date hold General Meeting and pass the Special Resolution.

3. File form23 with in 30 days of passing Special Resolution in General Meeting.

4. Prepare new MOA with new clause and attach the same in form-23 along with notice of General Meeting.

Regards


Author : Anonymous

( Author )
02 February 2010

Thank you sir


Professional Careers Academy

( Expert )
02 February 2010

Thanks ankur....

Best wishes,

CA Jatin Bansal


Professional Careers Academy

( Expert )
02 February 2010

Thanks ankur....

Best wishes,

CA Jatin Bansal


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