Alteration of name

This query is : Resolved

Abhishek Kumar Singh (Querist)
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12 September 2011 Hi
I want to know yhe exact process of alteration of name under name clause.
Whether previous approval of CG is required or not.

Hari Beldona

Hari Beldona (Expert)
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13 September 2011 PROCEDURE OF NAME CHANGE

Select, in order of preference max. 6 names.
NAME AVAILABILITY GUIDELINES, 2011 have been issued in this regard. As per these:
While applying for a name in the prescribed e-form-1A, the applicant shall be required to furnish a declaration to the effect that: -Name does not resembles to any existing company or LLP; -Infringement of any trade mark or patent; -Verification by PCS/ PCA/ PCWA in this regard is must, if later on it is found that professional has not taken due care in this process then penal proceedings will be initiated against him.
After this hold a board meeting and adopt in it these new name selected.
Apply to RoC in form-1A. (fee 1000/-)
Attach board resolution
If logo is associated then pic. Of LOGO
Affix digital signature of duly authorised person.
E-mail confirmation will be received in this regard.
On confirmation hold a board meeting and fix time, place and agenda of the general meeting to pass a special resolution, to change the name & subject to the confirmation of the central government.
Issue 21 days notice to shareholders with proposed special resolution and suitable explanatory statement.
Hold the general meeting and pass the special resolution.
File the special resolution with explanatory statement as a attachment with e-form-23 to RoC within 30 days of its passing.
Apply to central government for approving the name change u/s 21
Prescribed form of application is E-FORM NO. 1B and also file the following as attachments:

Copy of minutes of meeting of members where special resolution is passed.
Approval of concerned authority e.g. SEBI, IRDA,RBI ETC if any
Copy of previous approval of name change.
Other optional attachments.
Affix digital signatures.
If name changed is due to change in main activity then certificate from CA regarding turnover details of new activity.
Other optional attachments (if any)

Affix digital signature and file the same E-FORM-1B and pay the requisite fee by way of Demand Draft in favour of “Pay and Accounts Officer, Department of Company Affairs, New Delhi ”
On approval apply to RoC for fresh certificate of incorporation in the new name.
Make necessary changes in MoA/ AoA and all other documents.

Specimen of Board Resolution for Change of the name of the Company

RESOLVED THAT pursuant to the provisions of section 31 of the Companies Act, 1956 and subject to the approval of the ROC and the members at the General Meeting the name of the Company be changed from……….. Limited to………. Limited.

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