Companies Act, 2013 Procedure

Procedure for Change in Name of the Company

Napur Rathore
Nupur Rathore

Published on: Jun 1, 2020

Introduction

Change in Name clause of the Company involves Alteration of Memorandum of Association and Articles of Association of the Company. Section 13 and 14 of Companies Act 2013 regulates the process of amendment in Memorandum of Association and Articles of Association respectively and is applicable to all Companies.

Section13 of the Companies Act, 2013 deal with change of name which says that the name of the company can be changed by a special resolution and with the approval of the Central Government. Approval of Central Government is not required if the change relates to the addition/deletion of the words “Private” to the name.

Mandatory Requirements for Change in Name of the Company

  1. If a Company wants to Change its name then it shall file Annual Returns or Financial Statements which are due for filing with the Registrar.
  2. The change of name shall be allowed upon filing necessary documents or payment or repayment of matured deposits or debentures or interest thereon as the case may be. [Rule 29 of The Companies (Incorporation) Rule, 2014]

The Following Procedure is to be followed for “Change in Name of the Company”

  1. Convene a Meeting of Board of Directors [As per section 173 and Secretarial Standard (SS-1)]
    • Issue Notice of Board Meeting to all the Directors of Company at their addresses registered with the Company, at least 7 days before the date of Board Meeting. A shorter notice can be issued in case of urgent business.
    • Attach Agenda, Notes to Agenda and Draft Resolution with the Notice.
    • Hold a meeting of Board of Directors of the Company to discuss the agenda and deciding on proposed new names for the Company.
    • Pass Board Resolution by selecting the most appropriate name as the case may be.
    • To Authorize the Directors of Company to make Application with ROC for Name approval and to prepare a new set of amended Memorandum and Articles of Association of the Company. [Refer the Procedure for Alteration of Memorandum of Association and Procedure for Alteration of Articles of Association]
    • To fix the day, date, time and venue of the General Meeting and to approve the draft notice convening the General Meeting along with explanatory statement annexed to the notice as per requirement of the Section 102 of the Companies Act, 2013 and authorize the Director or Company Secretary to sign and issue notice of General Meeting.
    • Prepare and Circulate Draft Minutes within 15 days from the conclusion of the Board Meeting, by Hand/Speed Post/Registered Post/Courier/E-mail to all the Directors for their comments. [Refer the Procedure for Preparation, Signing and Compilation of Minutes]
  2. File e-form- RUN (“Reserve Unique Name”) with ROC
    File form RUN with ROC for approval of name with the below mentioned attachments
    • Copy of Board Resolution
    • If proposed name(s) are based on a registered Trade Mark or is a subject matter of an application pending for registration under the Trade Mark Act, 1999, No Objection Certificate of Owner of Trade Mark or the applicant of such application.
  3. Name Approval Certificate from ROC
    ROC shall grant Name approval Certificate subject to certain timelines. If there is an objection by the ROC in the applied name, then one more chance of resubmission shall be granted for filing that RUN form.
  4. Convene General Meeting [Section 96 and 100 and Secretarial Standard-2 (SS-2)]
    • Notice of General Meeting shall be given at least clear 21 days before the actual date of a General Meeting in writing, by hand or by ordinary post or by speed post or by registered post or by courier or by facsimile or by e-mail or by any other electronic means or a Shorter Notice can be issued with the consent of at least majority in number and ninety five percent of such part of the paid up share capital of the company giving a right to vote at such a meeting in accordance with Section 101.
    • Notice will be sent to all the Directors, Members and Auditors of Company, Secretarial Auditor, Debenture Trustees and to others who are entitled to receive the notice of the General Meeting.
    • Notice shall specify the day, date, time and full address of the venue of the Meeting and contain a statement on the business to be transacted at the Meeting.
    • Hold the General Meeting on fixed day and check the Quorum and check whether auditor is present, if not. Then Leave of absence is Granted or Not
    • Pass following Special Resolution
      • for changing the Name of the Company, subject to the approval of Central Government
      • for alteration in the Name Clause of the Memorandum of Association
      • for alteration in Articles of Association of the Company.
    • Prepare the minutes of General Meeting, get them signed and compile accordingly. [Refer the procedure for preparation, signing and compilation of minutes of General Meeting].
  5. File E-Form MGT-14 and INC-24 with ROC [Section 117]
    • File Form MGT-14 (Filing of Resolutions and agreements to the Registrar under section 117) with the Registrar along with the requisite filing within 30 days of passing the special resolution, along with given documents as an attachment
      • Certified True Copies of the Special Resolutions along with explanatory statement
      • Copy of the Notice of meeting sent to members along with all the annexure
      • A printed copy of the Memorandum of Association and Article of Association
      • Copy of Attendance Sheet of General Meeting
      • Shorter Notice Consent, if any.
    • File Form INC – 24 within 30 days of passing of Special Resolution with the following attachments
      • Notice along with Explanatory Statements
      • Certified True Copy of Special Resolution
      • Altered MOA & AOA
      • Minutes of General Meeting.
  6. Issuance of New Certificate
    After completing above procedure ROC shall issue a New Certificate of Incorporation with new name of the Company.
  7. File Necessary Amendment Application under following Acts
    • Goods and Services Act
    • Shops & Establishment Act
    • Factories Act
    • Foreign Exchange Management Act
    • Inter-State Migrant workmen Act
    • Private Security Agency Act
    • EPF
    • ESI
    • Other Labour Laws
    • Industry Specific Laws
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