• CS NISHA SARAYAN

Change / Alteration of Name of Company under Companies Act, 2013: Procedure and Post change complian

A company can go for change or alteration of name voluntarily or due to compliance of order/direction issued by ROC for change of the existing name. Sometimes due to change in business activities, change in management or new branding strategies company opt for a new name.

A private limited company can change its name any time with the approval of shareholders and Ministry of corporate affairs.


PROCEDURE FOR CHANGE IN NAME OF A COMPANY:-


Section 13(2) of The Companies Act 2013 states that a company can change its name by passing special resolution and approval of Central Government, however approval of Central Government is not required if the change of name relates to addition or deletion of word Public or Private to the name.


Steps for change/alter name of company under Companies Act, 2013.

1. Board Meeting: A Board meeting need to be convened to authorize change/alteration of name of the company. Board will approve following transactions in the meeting:

(i) Resolution for Change / Alteration of name.

(ii) Resolution for authorization to director or company secretary for filing required application with ministry.

(iii) Resolution for holding of extraordinary general meeting for changing the name and altering the Memorandum of Associations.

2. File RUN (Reserve Unique Name) form with MCA.(maximum of 2 names can be applied for RUN).

· Board Resolution is required to be attached in RUN form.


3. Pass special resolution in extraordinary general meeting: Once the name gets approved, special resolution is required to be passed for the approval of change in name & alteration of memorandum of association.


4. Filing of application and other forms:-

(I). MGT-14: An intimation of special resolution passed in extraordinary general meeting will be filed through e-Form MGT-14

Attachments required:-

· Notice of General meeting along with explanatory statement.

· Copy of special resolution.

· Copy of Altered MOA & AOA.


(II). INC 24: Application for change in name must be filed with prescribed fee for change in name with the registrar of companies.

Attachments Required:-

· Notice of General meeting along with explanatory statement.

· Copy of special resolution.

· Copy of altered MOA & AOA.

· Minutes of General meeting

· Affidavit from director.

NOTE: SRN of MGT-14 is required in form INC 24.


5. Approval of new name: If the registrar of companies is satisfied with information and documents provided in application, the registrar would approve the application and issue a new certificate of incorporation.


NOTE:-

As per Rule 29 of Companies (incorporation) Rules , 2014

A company cannot change its name -

· if it has defaulted in filing of annual returns OR financial statements due with Registrar

or

· if it has failed to pay or repay matured debentures or deposits or interest thereon.

However once such default is made good such restrictions will not apply.



COMPLIANCES AFTER CHANGE IN NAME OF THE COMPANY

  • Section 12(3)(a):- paint or affix its new name, and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in legible letters, and if the characters employed therefor are not those of the language or of one of the languages in general use in that locality, also in the characters of that language or of one of those languages

  • Section 12(3)(b):- have its new name engraved in legible characters on its seal; if any.

  • Section 12(3)(c):- get its new name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses, if any, printed in all its business letters, billheads, letter papers and in all its notices and other official publications.

  • Section 12(3)(d):- have its new name printed on hundies, promissory notes, bills of exchange and such other documents as may be prescribed.

  • First proviso to Section 12(3)(d):- Provided that where a company has changed its name or names during the last two years, it shall paint or affix or print, as the case may be, along with its name, the former name or names so changed during the last two years as required under Section 12(3)(a) and 12(3)(c).

  • Arrange to print new copies of mutated AoA and MoA with a new Certificate of Incorporation.

  • Get the new rubber stamps and all the stationery items prepared in the company’s new name.

  • Notify the bank where the company’s current account is in operation and concerned government officials or authorities such as stock exchanges, Tax, and Excise Authorities, NSDL, CDSL, PF & ESI officials & so on about the change in the company’s name and intimate them to change the name in the records as well. The concerned parties with which the company has entered into a deal, or where it has made an investment or taken loans, insurance policies from; shall also be informed about the change.

  • Apply for the changes in PAN and TAN.

  • Get the name updated with basic utility services such as telephone and electricity service providers.


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