Procedure of change of name of the company


This article is all about the complete procedure of change of name of company in just five easy steps-

For ex: From ABC Private Limited to XYZ Private Limited

• Applicable sections and rule number(s) - Section 13 (2) of the Companies Act, 2013 and rule 29 (1) & (2) of the Companies (Incorporation) Rules, 2014

Section 13(2) -

Any change in the name of a company shall be subject to the provisions of subsections (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.

Rule 29-

(1) Change of name shall not be allowed to a company which has defaulted in filing it Annual Returns or Financial Statements or any document due for filing with the Registrar or which has defaulted in repayment of matured deposits or debentures or interest on deposits or debentures;

(2) For the purposes of sub-section (3) of section 13, an application shall be filed in Form INC-24 along with the fee for change in the name of the company and a new certificate of incorporation in Form INC-25 shall be issued to the company consequent upon change of name.

Procedure of change of name of company:-

If you are a new user then register yourself on MCA portal first and then follow these five easy steps:-

Step 1: Hold a meeting of Board of Directors of the company

Once it has been decided to change the name of the company, the company shall hold a meeting of board of directors to pass necessary resolution (Format attached) for the change of name. The board shall consider and finalize the new name of the company subject to the approval by Registrar of companies.

Step 2: Name Availability and its approval

After passing necessary resolution by the board of directors, the next step is to get the new name approved by the Registrar of Companies. This can be done by applying for the new name reservation through web service RUN- Reserve Unique Name service to reserve the name of the companies provided on MCA portal.

Apply through RUN- Reserve Unique Name service, wherein you just need fill the following mandatory columns:-

1) Select the option New Request;
2) Entity type - Select the entity type from the drop down box;
3) CIN - Enter the Corporate identity number (CIN) of the company whose name is to be changed;
4) Proposed Names - Enter new selected name(s) (maximum two names at a time);
5) Comment section - Provide a brief (one line) about the objects of the company;
6) Choose file Tab- Attach the copy of Board resolution passed in the meeting of board of directors of the company (mandatory to attach).

Points to be consider:

• Proposed selected names should be unique and different and not similar to the existing company names or registered trademarks.

• You can apply for maximum two names as per your choice in the first time through RUN web service. If the names are not available then you will get one chance to resubmit and apply freshly for another two names.

• Once name is approved by ROC, the same is reserved for a maximum number of 20 days, after this the same will be withdrawn and you need to apply freshly.

Step 3: Hold an Extra - ordinary general meeting

When the new name of the company is reserved by the ROC, the company shall hold an extra ordinary general meeting (EGM) of the members of the company to pass necessary special resolution (Format attached) to approve the change of name of the company and also for approval of alteration in the memorandum of association of the company.

Step 4: Documents Preparation

After passing special resolution by the members of the company, approving the change of name of the company, the company shall file two e-forms with the registrar of companies.

First form is e-form MGT-14 - within a period of 30 days from the date of passing of special resolution with ROC on MCA portal.
Second form is e-form INC-24 - within a period of 30 days (after MGT-14 approved by ROC) from the date of passing of special resolution with ROC on MCA portal.

There are certain documents necessarily required to be attached with e-form MGT-14 and e-form INC-24. Here is the complete list of documents required to be attached with e-form MGT-14 and e-form INC-24-

• Documents list for e-form MGT-14:-

1) Notice of Extra - ordinary general meeting (EGM) - Format attached
2) Copy of special resolution passed in the EGM - Format attached
3) Copy of altered Memorandum of Association and Article of Association of the company

• Documents list for e-form INC-24:-

1) Extract of the Minutes of the Extra-ordinary general meeting of the company - Format attached
2) Notice of EGM, Copy of special resolution and copy of altered MOA and AOA (attach as optional attachment-mandatory)

Note: - All the documents should be in Pdf format.

Step 5:- Forms preparation and filing on MCA portal

Once you are ready with all the required documents, you need to prepare e-forms MGT-14 and INC-24. Download the e-forms from the MCA Portal and fill the required particulars. Here are the brief of particulars and information in the forms required to be filled in-

E-form MGT-14:

Preparation of e-form MGT-14-

1) Enter CIN of the company and Prefill all the details;
2) Check box the column of registration of Resolution;
3) Fill in the details of date of dispatch of notice of EGM and date of passing of resolution;
4) Enter details of resolution passed - Relevant section, purpose and subject matter of the resolution;
5) Check-box the authority passing resolution and type of resolution - whether Ordinary or special;
6) Attach the documents specified in step - 4;
7) Affix the Digital signature (DSC) of director of the company and get it certified by Practicing CHARTERED ACCOUNTANT (CA) OR Practicing COMPANY SECRETARY (CS) OR Practicing COST ACCOUNTANT (CMA);
8) Pre-scrutinize the e-form and upload the e-form on MCA portal.

When the e-form MGT-14 gets approved by ROC you need to prepare e-form INC-24 to get new certificate of incorporation form INC-25 (stating the new name).

E-form INC-24:

Preparation of e-form INC-24:

1) Enter CIN of the company and Prefill all the details;
2) Enter the Service request number (SRN) of RUN filed with ROC to approve the new name of the company and prefill;
3) Specify in brief the reason for change of name of company;
4) Fill the Service request number (SRN) of e-form MGT-14 filed with ROC, date of passing of resolution and date of filing of eform MGT- 14;
5) Specify the name of the company at the time of incorporation (shown in Certificate of incorporation);
6) Fill in the following details

• Number of members present at the meeting where special resolution was passed and the number of shares held by them,
• Number of members voted in favour of special resolution and the number of shares held by them,
• Number of members voted against the special resolution and the number of shares held by them,
• Number of members abstained from voting and the number of shares held by them,

7) Attach the documents specified in step - 4;
8) Affix the Digital signature (DSC) of director of the company;
9) Pre-scrutinize the e-form and upload the e-form on MCA portal.

After successful uploading of e-form INC-24, ROC will check the form and when all the requirements are complied with and conditions applicable are satisfied, e- form INC-24 get approved and new certificate of incorporation in form INC-25 is issued and the name of the company gets changed.

Note: Enquire the applicable fee on MCA fee calculator before applying for name reservation and filing of forms.

BOARD RESOLUTION FORMAT

ON THE LETTER HEAD OF THE COMPANY
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED IN THE BOARD MEETING OF DIRECTOR OF THE .................. (Name of the Company) (CIN:........) HELD AT REGISTERED OFFICE OF THE COMPANY AT ................. (Address of regd. office of the company) AT ...... (Time) ON ............ (Date of the meeting).

Change in Name of the Company

'RESOLVED THAT pursuant to the provisions of section 13 and other applicable provisions of the Companies Act, 2013 if any and the rules framed there under, the consent of the board be and is hereby accorded to change the name of the company from .................. (Present name of the company) to

1) .................... - (First Preference)
2) .................... - (Second Preference)
3) .....................- (Third Preference)
4) .....................- (Fourth Preference)
or any other name as may be approved by the Registrar.

'FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, ............ (Name of the Director) (DIN:........), Director of the Company be and is hereby authorized, on behalf of the Company, to make an application to the MCA for ascertaining availability of proposed name and to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns, e-forms for the purpose of giving effect to the aforesaid resolution.

FOR ..................... (Name of the company)

.............
Director
(DIN: ..........)

SPECIAL RESOLUTION FORMAT
ON THE LETTER HEAD OF THE COMPANY
CERTIFIED TRUE COPY OF THE SPECIAL RESOLUTION PASSED IN THE EXTRA ORDINARY GENERAL MEETING OF MEMBERS OF THE ..............(NAME OF THE COMPANY) (CIN: ..........) HELD AT REGISTERED OFFICE OF THE COMPANY AT ................. (Address of regd. office of the company) AT ...... (Time) ON ............ (Date of the meeting).

1) Change in name of the Company

'RESOLVED THAT pursuant to the provisions of section 13 and other applicable provisions of the Companies Act, 2013 if any and the rules framed there under, and subject to the approval of the Registrar of Companies, the consent of members of the company be and is hereby accorded to change the name of the company from .................. (Present name of the company) to ................ (New approved name)

'RESOLVED FURTHER THAT Clause I of the Memorandum of Association of the Company be substituted by the following:
Clause I - The name of the company is ................. (New approved name)

'FURTHER RESOLVED THAT for the purpose of giving effect to this resolution,......... (Name of the Director) (DIN:.........), Director of the Company be and is hereby authorized, on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns, e-forms for the purpose of giving effect to the aforesaid resolution.

FOR ..................... (Name of the company)

.............
Director
(DIN: ..........)

NOTICE OF EXTRA-ORDINARY GENERAL MEETING FORMAT
ON THE LETTER HEAD OF THE COMPANY
Notice of Extraordinary General Meeting

NOTICE is hereby given that an Extra-Ordinary General Meeting of the members of ............ ('the Company') will be held on ...........(Date of the meeting) at ....(Time of the meeting) at the registered office of the company at ......................... (Address of regd. Office ) to transact the following Business:

SPECIAL BUSINESS

To consider and, if thought fit to pass with or without modification the following resolution as a Special Resolution:

1) Change in name of the Company

'RESOLVED THAT pursuant to the provisions of section 13 and other applicable provisions of the Companies Act, 2013 if any and the rules framed there under, and subject to the approval of the Registrar of Companies, the consent of members of the company be and is hereby accorded to change the name of the company from .................. (Present name of the company) to ................ (New approved name)

'RESOLVED FURTHER THAT Clause I of the Memorandum of Association of the Company be substituted by the following:
Clause I - The name of the company is ............... (New approved name)

FOR A.N. REAL ESTATE PRIVATE LIMITED

.............. Date: .......
Director Place: ......
(DIN: ..........)

Note:-

1) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON POLL ON HIS BEHALF. APROXY NEED NOT BE AMEMBER OF THE COMPANY.

2) THE RELATIVE EXPLANATORY STATEMENT, PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 IN RESPECT OF THE SPECIAL BUSINESS SET OUT ABOVE IS ANNEXED HERE TO.

ANNEXURE TO NOTICE:

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT
Item No. 1

1) The Board of directors of the company had, at its meeting held on ............ (Date of board meeting), resolved that, the name of the company be changed from .............. (Present name of the company) to ................ (New approved name) and accordingly clause I (name clause) in the memorandum of association of the company is to be altered by substituting the same with new clause I i.e.

Clause I - The name of the company is .....................(New approved name)
The Board of Directors recommends passing of the special resolution as contained in item No. 1of the notice.
None of the Directors are in any way interested or concerned in the resolution.

EXTRACT OF THE MINUTES OF THE EGM FORMAT

Name of Company ..............................
Registered Office ...................................
Extract of the minutes of the extra ordinary general meeting of the members of ............... (NAME OF THE COMPANY). Extraordinary general meeting No ....... held on .........(DATE) at .......(TIME) at their registered office of the company at .....................(ADDRESS).
Present

1. ..............(Director)
2. .............. (Director)
3. Authorized representative of ........... (Member)
Chairman
.............. (Name of the person) was elected the chairman of the meeting and accordingly he occupied the chair.

Quorum
The quorum was present in the meeting.

I Approval of resolution for the change of name of the company
The Chairman placed before the members, the resolution to be passed for the change of name of the company, subject to the approval of registrar of companies as stated below:-

'1) Change in name of the Company

'RESOLVED THAT pursuant to the provisions of section 13 and other applicable provisions of the Companies Act, 2013 if any and the rules framed there under, and subject to the approval of the Registrar of Companies, the consent of members of the company be and is hereby accorded to change the name of the company from .............. (Present name of the company) to ................ (New approved name)

'RESOLVED FURTHER THAT Clause I of the Memorandum of Association of the Company be substituted by the following:

Clause I - The name of the company is................ (New approved name)

'FURTHER RESOLVED THAT for the purpose of giving effect to this resolution,......... (Name of the director) (DIN:.......), Director of the Company be and is hereby authorized, on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns, e-forms for the purpose of giving effect to the aforesaid resolution.

Business review
Resolved that the business of the company has been reviewed and found satisfactory.

Vote of Thanks

There being no other business to transact, the meeting ended with a vote of thanks to the chair.

Date:  ........ Chairman
Place: ......... ............

Disclaimer: The contents of this article have been prepared in accordance with the relevant provisions, and information available at the time of preparation. The views and opinions expressed in this article are those of the author and the author does not take any responsibility and cannot guarantee that no inaccuracy occurs. This article cannot be quoted without the consent of the author.

The author can also be reached at csvaishalijain.leo@gmail.com

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Vaishali Jain 
on 31 December 2018
Published in Corporate Law
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