Procedure of Changing the Name of Company under Companies Act 2013

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Procedure of Changing the Name of Company under Companies Act 2013

Certain circumstances may arise wherein the company may require to changing its name. The reasons may be change of objective of the business, change of management, rebranding, etc.

In order to change the name the name of the company the approval of the shareholders, Ministry of corporate affairs and central government shall be taken.

Procedure of change of the name of the company

Conducting Board Meeting

In order to process the change of the name of the company, a board meeting for approval of the change in name shall be called. 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 shareholders approval for change in name.

In order to conduct a board meeting, a proper notice must be given to directors at least 7 prior to the meeting. At the board meetings, two resolutions must be passed one for authorizing the Board of Directors of the Company to make an application to the Registrar of Companies for the reservation of the new name. Secondly, the Board has to pass a No Objection Resolution approving the newly proposed name.

Making an application for reservation of name

As soon as a board resolution is passed an authorized director can make a name availability application to the jurisdictional ROC in form INC-1. Form INC-1 shall be accompanied by the board resolution at the meeting.

After receiving the application, if the Registrar of Companies finds the newly proposed name eligible and in compliance with the law then it may reserve the available name for a period of sixty days from the date of the application.

Conducting extraordinary general meeting

To further process the change in the name the Board has to call for an extraordinary general meeting of the company. The notice regarding this meeting must be sent not less than twenty-one days prior to the date of the meeting. The notice must be given in writing or through electronic mode to every member of the company, the auditor or auditors of the company and every director of the company at their registered address by hand delivery, post or electronic means. An explanatory statement specifying the business to be transacted at the meeting has to be annexed to the notice.

Filing forms with the registrar of companies

The form MGT-14 containing the details of the special resolution passed at the EGM along with the special resolution shall be filed with the Registrar within 30 days of passing the resolution.

After filing the special resolution in 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.

Registration of the name of the company

When the Registrar of Companies gets satisfied with the companys name change application, the Registrar would issue a new certificate of incorporation. It is important to note that the company name change is said to be complete and effective on issuance of new incorporation certificate by the Registrar of Companies.

Amending Memorandum of association and Article of association

After receiving the new certificate of incorporation relevant steps shall be taken to amend the MOA and AOA.

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