Change in the name of private ltd co

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Fiona Khanatore (Querist)
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14 October 2011 What is the procedure for changing the name of private ltd co?? What are the forms to be filed for the same? I need format of board resolution & explanatory statement. Pls reply. Thanks in advance.

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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14 October 2011 Procedure for altering name clause of Memorandum and Articles of Association of the company:

Board meeting for deciding the agenda for change in name
The Board of directors of a company should first consider the need and reason for changing name of the company. Change of name for an existing company may be due to:
(a) the new name is corresponding to a new business which it has proposed to undertake;
(b) a company, which has been carrying on its business for a long time and has established a standing in the market, may decide to shorten its name and may like to be known by its abbreviated name as for example "LIC Ltd." in place of Life Insurance Corporation of India Ltd., etc.

Seeking name availability for proposed new name from the ROC
An application in e-Form 1A is required to be made along with necessary filing fee of Rs. 500 to the ROC for getting confirmation regarding availability of the proposed new name. The Registrar shall intimate the applicants about the status of availability of name.

Approval of members in general meeting
After getting name availability confirmation from the ROC, the Board shall convene a general meeting of members for the purpose of getting member’s approval through passing special resolution u/s 21. The resolution so passed shall be subject to approval of the Central Government. (powers have been delegated to the Registrar of Companies).
As change of name of company involves amendment in Memorandum (MOA) and Articles of Association (AOA) etc., so special resolutions also required to be passed for alteration of MOA and AOA.

Registration of Special Resolution with ROC through form-23 (Section-192)
As desired by section 192 (4)(a) Company shall also file certified copy of the special resolution along with explanatory statement with ROC through form-23 within 30 days of general meeting.

Filing of form-1B with ROC u/s 21
In accordance with section 21 an application in form 1B is to be made to the ROC (Powers delegated to the ROC by Central Government) for approval of change of name of the company along with requisite fee.

Some important points to be observed for quick ROC approval are:
(a) company should furnish sufficient reasons for change in name;
(b) proposed name should not be undesirable as per the Govt. guidelines;
(c) for the application of abbreviated name, the company is well established and has a reputation in the market. On being satisfied the Registrar shall accord his approval for the change in name and shall issue a certificate of such effect.

1. Specimens of Special Resolutions for change in the name of the company
“RESOLVED THAT pursuant to the provisions of section 21 and other applicable provisions of the Companies Act, 1956 if any, and subject to the availability of name and the approval of the Registrar of Companies the name of the company be changed from ABC PRIVATE LIMITED to XYZ PRIVATE LIMITED and the Name of ABC Private Limited, wherever it appears in the Memorandum, Articles, documents, etc. be substituted by the new name 'XYZ Private Limited' in due course.”

2. Specimen of special resolution for amendment in Clause No. I of MOA regarding change in name.
“RESOLVED THAT Clause I of the Memorandum of Association of the Company be substituted by the following:
'The Name of the company is XYZ PRIVATE LIMITED'

3. Specimen of special resolution for amendment in Clause No. ____ of AOA regarding change in name
RESOLVED THAT Clause _____ of the Articles of Association of the company be substituted by the following:
"The Company" means XYZ PRIVATE LIMITED

Explanatory statement

To reflect the main business activities of the Memorandum of Association, it is proposed to change the name of the Company from [Existing name of the Company]to [New approved name of the company] which will require the approval of shareholder in general meeting. Further that the change of name of the Company as aforesaid does not change the legal status or constitution of the Company, nor does it affect any rights or obligations of the Company

The Directors recommend the resolution for approval of the shareholders

None of the Directors are interested in this resolution.

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