Procedure for Change of name of a private limited company as per Companies Act’ 2013 The change in name entails change in the Memorandum and articles of association of the company.
The memorandum of Association (MOA) of any Company as per Companies Act’ 2013 has five clauses:
Name Clause
Registered Office clause
Object Clause
Liability Clause
Capital Clause
Any of these clauses can be altered by the Company as and when it wants to do so. These clauses can be altered by passing a special resolution of the shareholders of the Company except in case of the capital clause which can be altered by passing an ordinary resolution by the shareholders of the Company.
The articles of Association of the company have to be changed also in case of change of name of the company by passing a special resolution.
What is the procedure for change of name of the company?
Step 1
First call a board meeting for approval of change in name. The agenda of the board meeting will be to approve the change in name, to apply for name availability to the Registrar and then to call an EGM to get the shareholder’s approval for change in name.
The board meeting should be called by giving at least 7 days notice. The board will suggest proposed new names and will set the agenda for EGM.
Sample Board Resolution:
Change in Name of the Company
RESOLVED THAT pursuant to the provisions of section 13 and other applicable provisions of the Companies Act, 2013 if any and the rules framed there under, and subject to the approval of the Registrar of Companies, NCT of Delhi & Haryana and the approval of the members, the consent of the board be and is hereby accorded to change the name of the company from ___________________ to __________________ or any other name as may be approved by the Registrar.
FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, _____________, Director of the Company be and is hereby authorized, on behalf of the Company, to make an application to the MCA for ascertaining availability of proposed name and to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns, e-forms for the purpose of giving effect to the aforesaid resolution.
Check Company Name Availability
Once a resolution is passed for ascertaining availability of proposed company name, the authorized director can make a name availability application to the jurisdictional ROC in form INC-1.
The Board resolution passed in step 1 will be an attachment to form INC-1.
Step 3:
Once the name availability application is approved by the Registrar by issuing a certificate of name availability, the board will issue notice of Extraordinary Meeting to all Members, Directors and the Auditors of the company in accordance with the provisions of Section 101 of the Companies Act, 2013.
The Notice contains the date, time and venue of the EGM. The notice will be accompanied by an explanatory statement detailing the reasons for change in name. Interest of the director in the resolution should be disclosed in the explanatory statement. The Notice shall be issued at least 21 clear days before the EGM and keeping in mind that the name availability is applicable for only 60 days from the date mentioned the name availability certificate.
Sample Shareholders Resolution:
The next step is to hold an Extraordinary General Meeting at the time, place and venue as given in the notice and to pass the necessary Special Resolution under section 13 of the Companies Act, 2013, for change in name of the company.
Change in name of the Company
“RESOLVED THAT pursuant to the provisions of section 13 and other applicable provisions of the Companies Act, 2013 if any and the rules framed there under, and subject to the approval of the Registrar of Companies, NCT of Delhi & Haryana the consent of members be and is hereby accorded to change the name of the company from __________________ PRIVATE LIMITED to _________________ PRIVATE LIMITED.
“RESOLVED FURTHER THAT Clause I of the Memorandum of Association of the Company be substituted by the following:
‘The Name of the company is ________________ PRIVATE LIMITED”.
RESOLVED FURTHER THAT Mr. _________________, Director of the Company be & is hereby authorised on behalf of the Company, to prepare, sign, execute, file & submit the Form MGT-14, Form INC-24, other necessary
E-forms, applications, documents & returns with Registrar of Companies, Ministry of Corporate of Affairs NCT of Delhi and Haryana & to do all acts, deeds & things as may deem necessary, proper or desirable for the purpose of giving effect to above resolution
Filing with the Registrar of companies
The special resolution passed at the EGM also needs to be filed with the Registrar within 30 days of passing the resolution. Form MGT-14 is required to be filed for filing the resolution with the Registrar. Form MGT-14 contains details about the special resolution passed.
- Once the necessary special resolution is filed with Registrar in form MGT-14, the company needs to file an application for change of name of the company with the Central Government in Form INC-24 along with the requisite fee.
- Here, it is to be noted that form INC-24 is to be filed after form MGT-14 as the form INC-24 specifically asks for the SRN of form MGT-14 filed with the registrar. INC-24 also asks for SRN of INC-1 filed with the registrar as given in step-2 above.
- INC-24 also asks reasons for change of name of the company and details about the number of members who attended the EGM and those who voted for and against the resolution and their shareholding in the company.
Attachments with form MGT-14
- Certified copy of the resolution
- Notice of Extra ordinary General Meeting (EGM)
- Explanatory statement to the notice
- Altered Memorandum of Association
- Altered articles of Association
Attachments with form INC-24
- Minutes of the members’ meeting
The following are the relative grounds on which the trade name registration can be refused ?
The marks are either identical or very similar to existing
trademarks for products and services in the same or
similar trade.- The marks are either identical or very similar to existing
trademarks, but which are registered in a different
trade. In such a case, a trademark registration in India is
rejected only if there is opposition from the existing
owner of the said trademark. - The registration of trademark in India is also refused if
the marks infringe the copyright of another entity or
person.