Procedure for Name Change of company

As per the provisions of Companies Act 2013, a Memorandum of Association would contain six clauses- Name Clause, Situation Clause, Object Clause, Liability Clause, Capital Clause, Subscription Clause.

Name of a Company or name of anything is the first step of identity of that particular object. Through which we got to know something about.

The Company, at anytime,  after incorporation can change their name by following way:

(a) Conversion of name from private to public, or

(b) Conversion of name from public to private, or

(c) Change of name from AB Private Limited to XYZ Private Limited.

By following the provisions of section 13 of Companies Act 2013, we can change the name of a Company.

Section 13 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 (Registrar of Companies). Approval of Central Government is not required if the change relates to the addition/deletion of the words “private” to the name.

Alteration of Name shall not allow to following Companies:

@which has not filed annual returns or financial statements due for filing with the Registrar, or

@which has failed to pay or repay matured deposits or debentures or interest thereon. (Rule 29- Incorporation Rules)

Procedure

1. Issue Notice, agenda and notes to agenda of Board Meeting to all the directors of Company at least 7 days before the date of Board Meeting.

2. Hold Board Meeting:

a. Proposed new names for the company.

b. Pass Board Resolution after Selection of Names.

c. Authorize to Directors of Company to make Application with ROC for Name approval

3. File form RUN with ROC for reservation of new name.

Obtain Name Approval Certificate from ROC, if applied name are available.

4. Issue notice of general Meeting and get pass special resolution

5. File form MGT-14 within 30 days of passing of Special Resolution. (Attachments: CTC of Special Resolution and explanatory, MoA)

6. File form INC-24 within 30 days of passing of Special Resolution. (Attachments: CTC of Special Resolution and explanatory, MoA)

7. Issue of new Certificate of Incorporation.

8. Maintain updated Memorandum of Association in records with all latest certificates issued by RoC.

One-Liner

BM- Run Form- GM- MGT-14- INC-24

Concept

1. In case of name change of a company, for how many years it should write its old name to the documents?

Two years, where a company has changed its name or names during the last two years, it shall paint or affix or print, as the case may be, along with its name, the former name or names so changed during the last two years on the following documents:

a. Outside it's registered office at any poster or banner or in any paint at any wall written for the name of the Company, and also at any work or office place.

b. At all its business letters, billheads, letter papers and in all its notices and other official publications.

c. At all hundies, promissory notes, bills of exchange issued by the Company  and 

d. At its websites, if any.

2. The e-form MGT-14 will be processed under non- STP mode for change of name purpose.

Apart from change of name, form MGT-14 will be non-stp for the purpose of change of objects, Resolution for further issue of capital and conversion of companies. And for rest purposes MGT-14 is STP form. (MCA's general circular 28/2014 dated 9th July,  2014)

3. INC-24 will be processed by respective RoC, therefore it is under non-stp mode.

4. Don't we need to Alter Articles also in the process of changing the name of company.

The eforms INC-24 and MGT-14 requires Attachments of only altered MoA and why  not articles. Reason for this is the name clause is only found in MoA of the Company and articles does not contain the name of the company as per the prescribed format in the schedule but yes in general practice we write the name of the company over the articles also to identify those.

Therefore, only altered MoA would be attached to forms and not articles.

Provision for altering articles are different and are well prescribed under the companies act.

5. Whether Stamp Duty required to paid on Alteration in MoA.

No, reason being there is no issuance of new MoA, there is only alteration occurring and it does not require stamp duty to be paid again.

6. In case of name change, for how many days approved name remains valid?

Once the name is approved, a period of 20 days is given until further forms are submitted to use the name for incorporation.

Similarly, for existing companies, the reservation period for changing of names is 60 days.

7. The form MGT-14 is to be filed before filing INC-24, this form can also be filed simultaneously but it is advisable that to firstly file MGT-14 and wait for its approval, and then file INC-24.