MCA V3 Portal: Name Change of the Company

CA Ramanujan Sharma , Last updated: 20 March 2023  
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In this article author has tried to explain the procedure to be followed for Change of name of the Company (Change of name MCA v3 portal) while filing form RUN (Reserve Unique Name), Form MGT 14 and Form INC 24 in a brief and simplified manner:

Process for Name Change on new MCA V3 portal

As per sub-section (2) of section 13, An existing company can change its name by a passing special resolution. First of all, the Board of Directors have to convene a board meeting for recommendation of change in name. The Board has to pass a resolution for change of name in a duly convene Board meeting. After passing Board Resolution the company must give a clear 21 days’ notice to its members for convening the Extraordinary General Meeting.

Explanatory statement is also annexed to the notice of EGM as per section 102. After meeting the requirement of the quorum, the special resolution is passed in the EGM

MCA V3 Portal: Name Change of the Company

Process Flowchart

  • RUN
  • MGT 14 (+) INC 33+INC 34
  • INC 24

RUN

Purpose

Form RUN is filed for Reserving Unique Name (Proposed Name) of existing company on MCA v3 portal.

Information required for form RUN

Path: Home > MCA Services > Company e-Filing > Incorporation Services > RUN - Application for change of name of existing company

  • CIN Number of the existing company
  • 2 proposed Names
  • Comments (Reason or justification for change of name)
  • INR 1,000 Fee will be payable which can be paid via Banking, UPI mode etc
  • Attachment: Optional attachment can be Board Resolution or Special Resolution
 

Auto check

In MCA v3 portal, we can check the errors and information like names which identical or too nearly resembles or trademark registered with a similar name or undesirable name etc. Then you can proceed further if the portal shows no errors.

MGT-14

Purpose 

As per subsection (3) of section 117 a copy of every Special Resolution together with the explanatory statement under section 102, if any, annexed to the notice calling the meeting in which the resolution is proposed, shall be filed with the Registrar within thirty days of the passing of Special Resolution.

Information required for form MGT 14

Path: Home > MCA Services > Company e-Filing > Compliance Services > MGT-14 - Resolutions and agreements u/s 117

  • CIN Number of the company or you can search CIN number by entering company name. It will fetch the details of the existing company
  • Type and details of the resolutions
  • Date of dispatch of notice and date for passing of resolution(s)
  • Number of resolution(s) for which the form is being filed and the Purpose of passing the resolution
  • Subject matter of the resolution
  • Service request number (SRN) of RUN Form
  • Attachment: Copy of resolution(s) along with copy of explanatory statement under section 102

Although there is no need to attach amended MOA and AOA. In new portal E-MOA (Form INC 33) and E-AOA (Form INC 34) which is in continuance of form MGT 14 needs to be filled online.

After filling all the relevant details in the Form MGT- 14, E-MOA and E-AOA you need to download the docs in PDF which is to be digitally signed by the following persons:

 
  1. Director/Manager/Company Secretary/CEO/CFO
  2. Certificate by Practicing Professional
  • Chartered Accountant (in whole-time practice) or
  • Cost Accountant (in whole-time practice) or
  • Company Secretary (in whole-time practice)

Then you need to attach and upload all the 3 forms after payment of the statutory fees and submission of the form and approval from the Registrar we need to file the form INC 24 for “Change in the Name of the existing company.”

INC 24

Purpose

As per subsection (2) of section 13 of the Companies Act 2013 read with sub-rule (2) of Rule 29 of Companies (Incorporation) Rules 2014, Form INC 24 is filed for “change in name of the company.”

Information required for form INC 24

Home > MCA Services > Company e-Filing > Approval Services (Registrar of Companies) > INC-24 - Application for change of name:

  • Corporate Identity Number (CIN)
  • Service Request Number (SRN) of RUN
  • Reason(s) for change of name
  • SRN of Form MGT-14
  • Number of members present at the meeting and number of shares held by them
  • Number of members who voted in favour of change of name and number of shares held by them
  • Number of members who voted against the change of name and number of shares held by them
  • Details of members who abstained from voting and number of shares held by them

This form needs to be signed by the Director/Manager/Company Secretary/CEO/CFO etc.

After the approval, the Registrar shall enter the new name in the register of companies in place of the old name and issue a fresh certificate of incorporation (COI) in Form INC-25 with the new name and change will be effective only on the issue of fresh certificate.

Practical points to be considered on MCA V3 portal: (MCA new portal)

  • There is a limit of 4,000 characters in MOA main objects, “The objects to be pursued by the company on its incorporation are” but sometimes the portal shows technical error in less than 4,000 characters as well. In that case, it is recommended to reduce the characters in the main objects and attach the altered MOA in optional attachment
  • Still, if portal shows technical error, it can be due to excess characters in “Objects considered necessary in furtherance of the main objects”. We can reduce the characters and attach the altered MOA and AOA in optional attachment
  • While filling the details in E-MOA (Form INC 33) First subscriber sheet is also required to be attached with the form
  • The company cannot change its name unless it -
    • has filed its Annual Returns
    • pay or repay its matured deposits or debentures or interest thereon

The author can be reached at ramanujan.ca@gmail.com
Reviewed By: Vinayak Agarwal 

Disclaimer: The information provided by the author in the article is for general informational purposes only. All information provided is in the good faith, however we make no representation or warranty of any kind, express or implied, regarding the accuracy, adequacy, validity, reliability, availability or completeness of any information in the article.


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CA Ramanujan Sharma
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Category Corporate Law   Report

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