Name to be changed
This query is : Resolved
Guest
Guest
(Querist)
22 July 2013
dEAR sIR
I am the director of a pvt limited company.
but I want to change my company's name.
thus please provide me the procedures and cost thereof.
I am the director of a pvt limited company.
but I want to change my company's name.
thus please provide me the procedures and cost thereof.
22 July 2013
According to Sec 21 of the Companies Act of 1956, a company can change the name by passing a special Resolution and with the approval of the Central Government.
The steps are as follows:
1. Convene a Board Meeting and pass a resolution for approval of new name.
2. File Form 1A with the Registrar of Companies (ROC) for name availability along with fee of Rs. 1000/-
3. After getting name approval from ROC, Board Meeting shall be convened to fix the date, time and place of the General Meeting for passing the special resolution for change of name.
4. Issue 21 days clear notice of General Meeting to all the members along with explanatory statement.
5. Convene the General Meeting and pass special resolutions for approving the change of name and alteration of the name clause of MOA & AOA.
6. File Form 23 within 30 days of passing the special resolutions.
7. File Form 1B with the Central Government for obtaining the approval for change of the name with the following documents:
- Minutes of the General Meeting where resolution is passed;
- Copy of altered memorandum of Association
- Copy of altered Articles of Association
8. On receiving the approval from CG, application for fresh Certificate of Incorporation to the Registrar of Companies (ROC) is made and the change of name shall be complete and effective only on the issue of such a certificate.
The steps are as follows:
1. Convene a Board Meeting and pass a resolution for approval of new name.
2. File Form 1A with the Registrar of Companies (ROC) for name availability along with fee of Rs. 1000/-
3. After getting name approval from ROC, Board Meeting shall be convened to fix the date, time and place of the General Meeting for passing the special resolution for change of name.
4. Issue 21 days clear notice of General Meeting to all the members along with explanatory statement.
5. Convene the General Meeting and pass special resolutions for approving the change of name and alteration of the name clause of MOA & AOA.
6. File Form 23 within 30 days of passing the special resolutions.
7. File Form 1B with the Central Government for obtaining the approval for change of the name with the following documents:
- Minutes of the General Meeting where resolution is passed;
- Copy of altered memorandum of Association
- Copy of altered Articles of Association
8. On receiving the approval from CG, application for fresh Certificate of Incorporation to the Registrar of Companies (ROC) is made and the change of name shall be complete and effective only on the issue of such a certificate.
22 July 2013
Specimen of Special Resolutions
I. Specimen of special resolution for change in the name of the company:
RESOLVED THAT pursuant to the provisions of section 21 of the Companies Act, 1956 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 ASN FINANCIAL SERVICES PRIVATE LIMITED to AFS FINANCIAL SERVICES PRIVATE LIMITED and the Name of ASN Financial Services Private Limited, wherever it appears in the Memorandum, Articles, documents, etc. be substituted by the new name 'AFS Financial Services Private Limited' in due course.
II. Specimen of special resolution for amendment in Clause No. I of Memorandum of Association for change in the name of the company
RESOLVED THAT Clause I of the Memorandum of Association of the Company be substituted by the following:
'The Name of the company is AFS FINANCIAL SERVICES PRIVATE LIMITED'
III. Specimen of special resolution for amendment in Clause No. 3 of Articles of Association for change in the name of company
RESOLVED THAT Clause 3 of the Articles of Association of the company be substituted by the following:
"The Company" means AFS FINANCIAL SERVICES PRIVATE LIMITED
I. Specimen of special resolution for change in the name of the company:
RESOLVED THAT pursuant to the provisions of section 21 of the Companies Act, 1956 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 ASN FINANCIAL SERVICES PRIVATE LIMITED to AFS FINANCIAL SERVICES PRIVATE LIMITED and the Name of ASN Financial Services Private Limited, wherever it appears in the Memorandum, Articles, documents, etc. be substituted by the new name 'AFS Financial Services Private Limited' in due course.
II. Specimen of special resolution for amendment in Clause No. I of Memorandum of Association for change in the name of the company
RESOLVED THAT Clause I of the Memorandum of Association of the Company be substituted by the following:
'The Name of the company is AFS FINANCIAL SERVICES PRIVATE LIMITED'
III. Specimen of special resolution for amendment in Clause No. 3 of Articles of Association for change in the name of company
RESOLVED THAT Clause 3 of the Articles of Association of the company be substituted by the following:
"The Company" means AFS FINANCIAL SERVICES PRIVATE LIMITED
22 July 2013
Specimen of Public Notice of change of name of the company
AFS FINANCIAL SERVICES PRIVATE LIMITED
Registered Office .............................
NOTICE
NOTICE is hereby given that pursuant to the Special Resolution passed by the Shareholders of the Company at the Extra Ordinary General Meeting held on ………………….and approved by the Registrar of Companies, Gwalior vide its Fresh Certificate of Incorporation dated ……………., the name of the Company has been changed from ‘ASN Financial Services Private Limited’ to ‘AFS Financial Services Private Limited’. Subject to the terms and conditions of the respective contracts, all contracts entered and executed by the Company and all correspondences, documents, deeds and writings entered and executed by the Company under the old name ‘ASN Financial Services Private Limited’ shall continue to be valid and be construed as if the correspondences, documents, contracts and deeds have been entered in the new name, inspite of the change of name of the Company.
Dated .......... 20..... By order of Board
Place: For AFS Financial Services Private Limited
Company Secretary
AFS FINANCIAL SERVICES PRIVATE LIMITED
Registered Office .............................
NOTICE
NOTICE is hereby given that pursuant to the Special Resolution passed by the Shareholders of the Company at the Extra Ordinary General Meeting held on ………………….and approved by the Registrar of Companies, Gwalior vide its Fresh Certificate of Incorporation dated ……………., the name of the Company has been changed from ‘ASN Financial Services Private Limited’ to ‘AFS Financial Services Private Limited’. Subject to the terms and conditions of the respective contracts, all contracts entered and executed by the Company and all correspondences, documents, deeds and writings entered and executed by the Company under the old name ‘ASN Financial Services Private Limited’ shall continue to be valid and be construed as if the correspondences, documents, contracts and deeds have been entered in the new name, inspite of the change of name of the Company.
Dated .......... 20..... By order of Board
Place: For AFS Financial Services Private Limited
Company Secretary
Guest
Guest
(Querist)
23 July 2013
Dear Sanjay ji
whether both form 23 and form 1B are required to submit or only Form 23.
are there any fees for Form 23 and Form 1B ?
please guide me
whether both form 23 and form 1B are required to submit or only Form 23.
are there any fees for Form 23 and Form 1B ?
please guide me
23 July 2013
Both form 23 and 1B are required to be filed.
Fees are required to be paid for both. You can calculate the fees by mentioning your authorized capital from link given below:-
http://www.mca.gov.in/DCAPortalWeb/dca/enquireFeeActionWithoutLogin.do
Fees are required to be paid for both. You can calculate the fees by mentioning your authorized capital from link given below:-
http://www.mca.gov.in/DCAPortalWeb/dca/enquireFeeActionWithoutLogin.do
23 July 2013
The Company shall file certified copy of the special resolution and explanatory statement electronically with the Registrar within 30 days of passing of the resolution pursuant to section 192 in e-Form 23.
Application to be made in e-Form 1B and approval by the Registrar under section 21
An application in e-Form 1B under section 21 of the Act is to be made to the Central Government (powers delegated to the Registrar) electronically for approval of change of name of the company along with fee as per the Companies (Fees on Application) Rules, 1999.
The Registrar of Companies shall consider and scrutinize the application for change in name on various grounds like:—
(a) the company has furnished sufficient reasons for change in name and that the proposed change in the name is in consonance with the principal objects of the company;
(b) that the proposed name is not undesirable as per the guidelines announced by the Government;
(c) that if the company has applied for 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.
The Managing Directors/director/manager or secretary submitting the form is required to disclose the following in Form 1B:
(a) Reason for change in the name of the Company.
(b) Date of passing special resolution, SRN of Form 23 and date of filing of Form 23. (It means the first step will be filing of Form 23 before preparation and filing of Form 1B)
(c) Copy of the orders for condonation of delay in filing of Form 1B, in case it could not be filed within a period of 30 days from the date of resolution passed by the member.
(d) Declaration/Verification that the Company has obtained all the mandatory approvals from the concerned authorities and departments in respect of change of name of the Company.
Application to be made in e-Form 1B and approval by the Registrar under section 21
An application in e-Form 1B under section 21 of the Act is to be made to the Central Government (powers delegated to the Registrar) electronically for approval of change of name of the company along with fee as per the Companies (Fees on Application) Rules, 1999.
The Registrar of Companies shall consider and scrutinize the application for change in name on various grounds like:—
(a) the company has furnished sufficient reasons for change in name and that the proposed change in the name is in consonance with the principal objects of the company;
(b) that the proposed name is not undesirable as per the guidelines announced by the Government;
(c) that if the company has applied for 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.
The Managing Directors/director/manager or secretary submitting the form is required to disclose the following in Form 1B:
(a) Reason for change in the name of the Company.
(b) Date of passing special resolution, SRN of Form 23 and date of filing of Form 23. (It means the first step will be filing of Form 23 before preparation and filing of Form 1B)
(c) Copy of the orders for condonation of delay in filing of Form 1B, in case it could not be filed within a period of 30 days from the date of resolution passed by the member.
(d) Declaration/Verification that the Company has obtained all the mandatory approvals from the concerned authorities and departments in respect of change of name of the Company.
Guest
Guest
(Querist)
23 July 2013
thankyu , Sanjay ji
I am totally thankful to you
I am totally thankful to you
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