Change of name and object clause of pvt ltd company

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NILESH M PANCHAL (Querist)
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01 October 2012 There is a one private Limited Company in which 2 promoters and they are directors.
One promoter/director want to resigne the company and a new person want to become promotor and director of the company.
the existing promoter and a new promotor want to change company name and its object clause.

my question are
Which are the forms I have to file to ROC?
can existing promotor and director resigne before change of name or object clause of company?
can new promotor enter?
Can I have to attched NO OBJECTION CERTIFICATE from existing promotor who wnt to resigned with form 1a?
Can I change name and object clause at the same time in one form 1a?
When I am making new moa and aoa new promotor can subscribe the same?

Ajay Mishra

Ajay Mishra (Expert)
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01 October 2012 Hi

The detail procedure for change of name is given below;

https://www.caclubindia.com/share_files/procedure-for-change-of-name-status--46457.asp#.UGlJFrJlS8o

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Ajay Mishra

Ajay Mishra (Expert)
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01 October 2012 Hi

Yes, an existing promoter and director can resign before change of name. But before retiring you should appoint one more director for having minimum 2 directors requirements.

In Form-1A you should attached only two documents namely 1. Board Resolution for change of name and 2. Reason for change of name and if object clause is change then also attached proposed object clause.

Yes, you can change the name and object clause by filing Form-1A if name is reflecting the object of the company.

No need to sign MOA and AOA again by promoters the page of subscriber will never be changed.

Ajay Mishra

Ajay Mishra (Expert)
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01 October 2012
STEPS FOR CHANGE OF NAME SUBJECT TO THE CHANGE OF MAIN OBJECTS OF THE COMPANY:

1. Call a Board meeting for proposed change of name subject to change in object clause and filing of Form1A.
2. Call another Board meeting after approval of Form-1A
3. Hold a Board meeting for passing following resolutions:
a. Change of name of the company
b. Alteration of Name Clause of MOA of the Company
c. Alteration of Name clause of AOA
d. Alteration of object clause of by insertion of new main object of MOA
e. Fixing date time place for general meeting for approving the above resolution by shareholders.
f. approval of draft notice of general meeting.
g. Authorisation for filing forms with MCA.
4. Hold a general meeting for passing above resolutions.
5. File Form-23 with MCA with in 30 days from passing of shareholders resolutions.
6. File Form-1B with ROC
7. Get certificate from ROC for change of name and object clause of the company

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