Name of the company is considered to be its identity, which may be changed with the approval of members in the meeting.
As per provisions of section 13 of companies Act, 2013 name of company may change by passing a Special resolution in the General meeting and with the approval of Central Government. Section 13 covers the overall process fro amendment in Memorandum of Association & it is applicable to all companies.
All clauses of Memorandum except capital clause can be altered by following the provisions of section 13.
Change in name of the company involves alteration in Memorandum of Association of the company. Any change in the name of the company shall subject to the provisions of sub-section (2) & (3) of section 4 and shall not have effect except with the approval of Central Government.
Now this article contains the procedural aspects of change in Name of the Company.
PROCEDURE FOR CHANGE IN NAME CLAUSE :
CALLING OF BOARD MEETING
A notice of board meeting shall be issue in accordance with the provisions of section 173 (3) for convening a meeting of Board of director to consider the need and reason for changing name of the company and to hold an EGM for approval of change of name of company.
SPECIMEN OF NOTICE OF BOARD MEETING FOR CHANGE OF NAME OF COMPANY → (click here)
SPECIMEN OF AGENDA OF BOARD MEETING FOR CHANGE OF NAME OF COMPANY → (click here)
Check Company Name Availability and get the name confirmation from ROC. Name approval has to be obtained from the Registrar of Companies by submitting an application in e Form No. INC-1 along with the prescribed fee of Rs. 1,000/-.
CALLING OF EXTRA ORDINARY GENERAL MEETING
A notice of EGM shall be issued in accordance with the provision of section 101 for convening a Extra ordinary General Meeting for getting the approval by shareholders of change in name of the company.
SPECIMEN OF NOTICE OF EXTRA ORDINARY GENERAL MEETING FOR CHANGE OF NAME OF COMPANY → (click here)
HOLDING OF GENERAL MEETING
Hold Extra-Ordinary General Meeting on due date and pass the necessary Special Resolution under section 13(1) of the companies Act, 2013, for change in Name clause of Memorandum
FORMAT OF SPECIAL RESOLUTION PASSED BY BOARD OF DIRECTORS → (click here)
FILLING OF SPECIAL RESOLUTION WITH ROC
The special resolution passed at the EGM needs to be filed with the Registrar in Form MGT-14 within 30 days of passing the resolution. The following documents shall be filed as an attachment to the e Form No. MGT – 14:
♠ Notice of extraordinary general meeting along with the explanatory statements;
♠ Certified true copy of Special resolutions;
♠ Altered Memorandum and Articles of Association;
♠ Minutes of the extraordinary general meeting;
♠ Consent letter of shareholders, in case the extraordinary general meeting is convened on shorter notice.
APPLICATION FOR APPROVAL OF NAME OF COMPANY
Once the necessary Special Resolution is filed with registrar in From MGT-14 the company needs to file an application for change of name of the company with the Central Government in Form INC – 24.
ISSUANCE OF NEW CERTIFICATE OF INCORPORATION
If the Register of Companies I s satisfied with the company’s name change application, the registrar would issue a new certificate of incorporation. The name change is said to be complete and effective on issuance of new incorporation certificate by the Registrar of Companies.
MAKE CHANGES TO MOA AND AOA
Subsequent to the issuance of new incorporation certificate, steps must be taken to incorporate the new company name in all the copies of Memorandum of Association and Articles of Association.