Name change of private limited company

Name change of private limited company

Name change of private limited company

As per Section 13 of the Companies Act 2013, a private limited company may change its name any time with the approval of shareholders and the Central Government, due to change in its business activities or changes in management or any other reasons.

It’s necessary for every company to have 5 clauses in the MOA and Name clause is the first clause of the MOA. So, Alteration in name clause is provided under section 13 (2) and 13 (3) of the Companies Act 2013. For name change company needs to alter its MOA and AOA both. If any company Changes its name then it has no impact on the legal entity of the company or its existence as a corporate entity. It will not result in the creation of a new company or entity. Therefore, the change of company name shall not affect any legal proceedings against the company or by the company against any other entity if pending in the old name; they may continue as it’s in the old name of the company and shall not affect any obligations/ duties or rights of the company.

Procedure for Name Change of private limited company:

Step 1.  To pass Board Resolution

The first step is to take approval from the board of directors and need to prepare the board resolution for the Change in Name of a Private Limited Company. In the meeting of the board of directors, directors will discuss and approve the change in name, authorizing anyone Director or the CS (Company Secretary) of the company to check name availability with MCA, (Name availability facility is available at the MCA website) and also approve the notice of shareholders meeting to call Extra-Ordinary General or Annual General Meeting as the case may be for passing a special resolution.

Step 2.  To check the availability of the new name

When the board resolution is passed we need to check whether the proposed name is available or not. The proposed name shouldn’t be similar to another existing company name or existing trademark/brand name. The authorized director or company secretary will submit RUN (Reservation of unique name) application with the MCA after checking the name availability to take approval for a new name from the concerned department.

Step 3. Pass Special Resolution for Company Name Change

Once the name is approved by the MCA department, The Company must conduct an extraordinary general meeting or Annual General Meeting and pass a special resolution for changing name and need to change or to update the Memorandum of Association and Articles of Association. After taking approval of the shareholders, the company require to changes or to update the company Memorandum of Association and Articles of Association

Step 4.  Submission Special Resolution with the ROC

Once the special resolution is passed in EGM/AGM, then the special resolution will be filed with the concerned ROC (Registrar of Companies) within 30 days of passing the resolution in Form MGT-14 in which contains the details about special resolution and following documents are also needed to be attached with Form e-MGT-14:

•             Certified copy of Special Resolution,

•             Copy of the Notice of EGM/AGM along with the explanatory statement,

•             Minutes of the extraordinary general meeting;

•             Altered Memorandum of Association,

•             Altered Articles of Association

•             Consent for shorter notice of the shareholders, in case the shareholder meeting is convened on shorter notice.

Step 4.  Application for approval of company name change

After getting the approval of e- Form MGT-14, the applicant need to file e-form INC-24 with the ROC for taking approval of the Central Government for the name change and e-Form INC-24 specifically asks for SRN of e- form MGT-14 filed with ROC and SRN of RUN Form also needs to be mentioned in INC-24 form. Following documents are also needed to be attached with Form INC-24;

•             Certified copy of Special Resolution,

•             Copy of the Notice of EGM/AGM along with the explanatory statement,

•             Minutes of the extraordinary general meeting;

•             Altered Memorandum of Association,

•             Altered Articles of Association

•             Consent for shorter notice of the shareholders, in case the shareholder meeting is convened on shorter notice

Step.5   Issuance of New Certificate of Incorporation

 Registrar of Company will check and review the forms and documents filed by the applicant and if the Registrar of Companies is found all documents are sufficient and appropriate as per the requirement of the Companies Act 2013 and rule made thereunder, it will issue a new certificate of incorporation with the new name of the company.