Procedure -Change / Alteration of Name under Companies Act 2013

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Because it is a legal entity, a company needs its own name to establish its distinct identity. The company’s name is a sign of its independence as a business. The company’s name is mentioned in the first paragraph of the Memorandum of Association. The organization might take on any reasonable name gave it isn’t bothersome.

INTRODUCTION

The Company 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 ABC limited to XYZ limited.

The Company’s Memorandum of Association, referred to hereinafter as the “Memorandum,” is altered by the Change in Name clause. The Memorandum of Association amendment procedure is governed by Section 13 of the Companies Act of 2013. By passing a special resolution in accordance with Section 13 of the Companies Act of 2013, any clause in the Memorandum—with the exception of the Capital Clause—can be modified.

According to Section 13 of the Companies Act of 2013, a company’s name can be changed by a special resolution and with the approval of the Central Government. If the change involves the addition or removal of the words “private” from the name, approval from the Central Government is not required.

Sub Section- 2 of Section 4 of the Companies Act, 2013 provides that no company shall be registered by name which: 

Is identical with or resemble too nearly to the name of an existing company registered under this Act or any previous company law, or: [Section- 2 (a)] 

will constitute an offence under any law for the time being in force, or: [Section- 2 (b)(i)] 

is undesirable in the opinion of the Central Government. [Section- 2 (b)(Ii)].

A company cannot be registered with a name that contains unless the prior approval of the Central Government has been obtained for the use of any such word or expression, and this is without prejudice (Effect) to the provisions of sub-section (2) as given above.

any phrase or word that is likely to give the impression that the business is in any way connected to the Central Government, any State Government, or any local authority, corporation, or body constituted by the Central Government or any State Government under any law that is currently in effect; or [Section 3-a]

any expression or word that may be required. [Section 3.b)]

Alteration of Name shall not allow to following Companies:

The difference in name will not be permitted to an organization:

which has failed to pay or repay matured deposits, debentures, or interest thereon, or 

which has not filed annual returns or financial statements that are required to be filed with the Registrar

STEPS FOR ALTERATION IN MEMORANDUM OF ASSOCIATION:

STEP – I: Convey Board Meeting of Directors: (As per section 173 and SS-1)

Issue Notice of Board Meeting to all the directors of company at least 7 days before the date of Board Meeting. 

Attach Agenda 

Notes to Agenda 

Draft Resolution

STEP – II: Held Board Meeting: (As per section 173 and SS-1)

Proposed new names for the company. 

Pass Board Resolution after Selection of Names. 

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

STEP-III- File – e-form- RUN with ROC: 

File form RUN with ROC for approval of name

ATTACHMENTS:

√ Copy of Board Resolution.

 √ Approval of Owner of Trade Mark or the applicant of such application 

[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]

STEP-IV

[1]Name Approval Certificate from ROC, if applied name are available

STEP- V: Issue Notice of General Meeting: (Section 101)

At least 21 days prior to the actual EGM date, notice must be given of the EGM. EGM can be approached More limited Notice with the assent of basically greater part in number and 95 percent of such piece of the settled up share capital of the organization giving an option to cast a ballot at such a gathering:

All the Directors. 

Members

 Auditors of Company

A statement about the business that will be conducted at the EGM and the location, day, and time of the meeting must be included in the notice.

STEP- VI: Hold General Meeting: (Section 101)

Actually look at the Majority.

If not, check to see if the auditor is present. Then Time away is Conceded or Not. ( according to Section 146).

Approval of the MOA modification is approved by special resolution (section 114(2)).

STEP- VII: Filing of form with ROC: (Section 117)

  1. Within 30 days of passing the special resolution, submit the following documents and Form MGT-14 (Filing of Resolutions and Agreements to the Registrar under Section 117) to the Registrar:

ATTACHMENTS:

Certified True Copies of the Special Resolutions along with explanatory statement; 

Copy of the Notice of meeting send to members along with all the annexure; 

A printed copy of the Memorandum Article of Associations. 

Copy of Attendance Sheet of General Meeting. 

Shorter Notice Consent, if any.

  1. File Form INC – 24 within 30 days of passing of Special Resolution

ATTACHMENTS:

Notice along with Explanatory Statements. 

Certified True Copy of Special Resolution. 

Altered in MOA & AOA. 

Minutes of General Meeting

STEP- VIII: Issue of New Certificate:

After completing Above Procedure ROC will issue a New Certificate of Incorporation

 

FAQs

Could an organization’s name at any point be changed under the Organizations Act?

The Companies Act of 2013 governs all businesses established under its provisions. In addition, the Companies Act of 2013 permits a company with a desire to change its name to change its current name in addition to many other provisions.

Could an organization at any point name be changed by a unique goal?

According to Section 13 of the Companies Act of 2013, a company’s name can be changed by a special resolution and with the approval of the Central Government. If the change involves the addition or removal of the words “private” from the name, approval from the Central Government is not required.

How to change the name of an organization in a reminder?

By passing a special resolution in accordance with Section 13 of the Companies Act of 2013, any clause in the Memorandum—with the exception of the Capital Clause—can be modified. According to Section 13 of the Companies Act of 2013, a company’s name can be changed by a special resolution and with the approval of the Central Government.