ALTERATION IN THE NAME CLAUSE
1. Section 13(2 )Provides that any change in the name of a company shall be subject to the provisions of sub-sections (2) and (3) of section 4 and shall not have effect except with the approval of the Central Government in writing:
Provided that no such approval shall be necessary where the only change in the name of the company is the deletion therefrom, or addition thereto, of the word "Private", consequent on the conversion of any one class of companies to another class in accordance with the provisions of this Act.
1.1 Section 4(2) The name stated in the memorandum shall not—
(a) be identical with or resemble too nearly to the name of an existing company registered under this Act or any previous company law; or
(b) be such that its use by the company—
(i) will constitute an offence under any law for the time being in force; or
(ii) is undesirable in the opinion of the Central Government.
1.2 Section 4(3) Without prejudice to the provisions of sub-section (2), a company shall not be registered with a name which contains—
(a) any word or expression which is likely to give the impression that the company is in any way connected with, or having the patronage of, the Central Government, any State Government, or any local authority, corporation or body constituted by the Central Government or any State Government under any law for the time being in force; or
(b) such word or expression, as may be prescribed,
PROCEDURE FOR CHANGE OF NAME
A) Held Board Meeting for approval of reservation of name for change in the name of company.
The Board of directors needs to pass necessary resolution for change in the name and propose a new name for applying for reservation of name by the registrar. The Board should also authorize its directors for making application for reservation of name.
B) Application in the Form INC-1 to the registrar for reservation of name for change in the name of company.
After approval of the Board, managing director, director, manager or secretary as may be authorized by the Board needs to make an application in the FORM INC-1 accompanied by fee of Rs. 1000/- as per the Companies (Registration offices and Fees) Rules, 2014.
C) Reservation of name by the Registrar
Upon receipt of an application under sub section (4) of section 4, the registrar may, on the basis of information and documents furnished along with application, reserve the name for the period of Sixty Days from the date of application.
D) Held General meeting for approval of the members by way of special resolution
The members of the company needs to pass a Special Resolution for change of name and need to file Form MGT-14 to registrar of company within 30 days from passing a special resolution.
E) Application for seeking approval of the Central Government Power delegated to ROC.
After obtaining the approval of the members by way of special resolution and file a Form MGT-14, then company needs to file an application along with the Minutes of EGM to central Government (ROC) in the prescribed Form INC-24.
It must be noted that in form INC-24 need to file SRN of Form INC-1 and MGT-14.
F) Obtaing certificate for change of name and effective date
The Registrar shall enter the new name in the Registrar of companies in place of the old name and issue a fresh certificate of incorporation in Form INC-25 with the new name and the change in the name shall be complete and effective only on the issue of such a certificate.
It must be noted that the company needs to take immediate steps for change of name as the reservation of name provided by the registrar is valid for a period of 60 days from the date of application of Form INC-1.
Tags :Corporate Law