The procedure for altering name clause of Memorandum or Articles of Association of the company is being given herein under:
1. Management decision to change the name
The Board of Directors of the company should first consider the need and reason for changing the status by conversion of name from private to public of the company.
2. Appointment of New Directors and Allotment of Shares
If the company is going to conversion from private limited to public limited and must comply the provisions of section 12 and section 252 of the Companies Act, 1956 dealing with minimum requirement of public limited company. In this regard a meeting of Board of Director will be hold for passing of resolution for:
(a) Appointment of new director to comply the minimum number of directors of section 252 of the Companies Act, 1956.
(b)If the Authorised Capital is 5lakh or more then there is no need to increase authorised share capital of the company, otherwise firstly increase authorised capital.
(c) Allotment of further shares to new shareholders to comply the provision of section 12.
(1) of the Companies Act, 1956 i.e. increase the number of members up to seven or more, for increasing paid up share capital up to five lakh or more.
3. Filing of Forms with ROC
After appointment of new director for said conversion, company is required to file Form-32 with ROC, within 30 days from the date of appointment of director with a prescribed fee. In addition to filing of Form-32, the company is also required to file Form-2 with ROC for increased paid up capital within 30 days from the date of allotment of shares.
4. Calling of Board Meeting for Change of Name
Again, the Board of Director will hold a meeting to discuss the matter regarding change of name and calling of general meeting.(Annexure-I)
5. Calling of General Meeting
At the general meeting pass the following resolution:
(i) Passing of resolution for alteration of name clause of Memorandum of Association. (Annexure-II)
(ii) Passing of resolution for alteration of name clause of Articles of Association. (Annexure-III)
6. The Company will file Form-23 with the concerned ROC along with special resolution with explanatory statement, certified copy of altered MOA and AOA within 30 days from passing of such resolution.
7. File with concerned ROC the Statement in Lieu of Prospectus in the Form as prescribed under Schedule IV in Form-62 within 30 days from the date of passing of special resolution with the requisite fee prescribed under Schedule X of the Companies Act, 1956. {Section 44(2) (b)}
8. It should be noted that although the company becomes a public company as soon as the special resolution to change the MOA or AOA to make it public company is passed, the change in its name becomes complete and effective only on the issue of the fresh Certificate of Incorporation by the concerned ROC in the change name.
9. The concerned ROC will issue new Certificate of Incorporation with new CIN of your company. The new CIN of the company will also change with the change of status of your company.
10. Keep in mind that necessary alteration in MOA of the company will also be made by the concerned ROC on its own immediately after issue of fresh Certificate of Incorporation in the change name affected by the conversion of the company from private to public.
11. After getting the new Certificate of Incorporation with new CIN, the company will adopt the same in next Board Meeting.
The company will change the Memorandum of Association, Articles of Associations, name plates, letter head, stamp, common seal and other official publications of the company after getting new Certificate of Incorporation. The company also must comply the provision of section 147 of the Companies Act, 1956 accordingly.
The change of name shall not affect any rights or obligations of the company, or render defective any legal proceeding by or against it, and any legal proceeding which might have been continued or commenced by or against the company by its former name may be continued by or against the company by its new name.
It should be noted that when a private company is converted into public company, is not required to obtain Certificate of Commencement of Business (COB) from ROC.
Regards
CS Ajay Mishra
csajaygkp@gmail.com
ajaygkp@gmail.com
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