Many a time management of the Company may decide to change the name of the Company which may be due to various reasons like change of the objects of the Company, re-branding, conversion from Private to Public Limited or otherwise.
Given below is the procedure to change the name of a Company:
1)
Call a meeting of the Board of Directors of the
Company by giving a notice of not less than 7 Days or a shorter notice may also
be given as per the provisions of the Companies Act, 2013;
Note: The resolution for considering the change of name may be approved through circulation.
2) Hold the Board Meeting and get the resolution for change of name approved by the Board of the Company;
3) Apply for the new name of the Company through
RUN Service of MCA along with the following attachments:
a)
Copy of the Board resolution as approved by the
Board for change of name;
b) NOC from the trademark holder if the proposed name includes a word which is a registered trademark. If the trademark owner is a Company, the ROC may ask for a NOC in the form of a Board Resolution;
c) Old MOA of the Company so as to facilitate ROC to check the objects of the Company.
4) Receipt of name approval from MCA;
5) Calling an Extra-Ordinary General Meeting (“EGM”) by giving a notice of not less than 21 days, however, the EGM may be conducted a shorter notice if the consent from members holding majority of shares in number and representing not less than 95% of Paid Up Capital of the Company is received.
6) Conduct the EGM to approve the resolution for change of name and consequential changes in the MOA of the Company as a special resolution;
7) Filing of Form MGT-14 within 30 days of approval of the special resolution in the EGM
Attachments to the Form MGT-14:
a)
Certified True Copy (“CTC”) of the special
resolutions along with explanatory statement;
b)
Copy of the Notice of the EGM along with all its
annexures;
c)
Shorter Notice Consent if the EGM was held by
giving a notice of less than 21 days;
d)
Copy of the Altered Memorandum of Association (“MOA”)
and Articles of Association (“AOA”)
e) Copy of the Attendance Sheet of the General Meeting of the Company.
8) File Form INC-24 within 30 days of approval of the special resolution in the EGM
Attachments to the Form INC-24:
a)
Notice of the EGM along with all its annexures;
b)
CTC of the Special Resolution;
c)
Altered MOA and AOA of the Company;
d)
Minutes of the EGM;
e) Declaration/Affidavit signed by the Directors relating to compliances of the provisions of Rule 29 of the Companies (Incorporation) Rules which states that “The change of name shall not be allowed to a company 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:
Provided that 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.”
Further, the following details also should be kept handy while preparing this form:
a) SRN of Form MGT-14;
b) Date of approval of Special Resolution;
c) Date of filing of Form MGT-14;
d) Details of number of members and their shareholding who were present for the meeting, who voted in favour of the SR, who voted against the SR, who abstained from voting.
9) Upon approval of the above Form INC-24, the registrar will issue a new certificate of incorporation pursuant to change of name;
10) The Company should thereafter inform the relevant authorities like EPFO, ESI, GST Authorities, PAN and TAN Authorities about the change of name and get the relevant documents updated.
It may be noted that the change of name does not in any manner affect the rights and liabilities of the Company.
Disclaimer: The information provided herein is for
educational purposes only and the author assumes no responsibility or liability
for any errors or omissions in the content.
Comments
Post a Comment