• CS POOJA AGRAWAL

Changing or Adopting a New Name for your Company, Read here for legal requirements and compliances.

A company enjoy an own separate legal entity status from its Management, Directors and Shareholders. To establish separate legal entity must have a name of its own, It can buy, sell and hold assets on its own name. The first clause in the Memorandum of Association of the company states the name by which a company is known.


Sometime due to marketing requirements or other legal requirements companies require to change its name, It may adopt any suitable name as per the requirements , all you need to just comply with provisions of the Companies Act, 2013 and Rules made thereunder.


APPLICABLE PROVISIONS

Companies Act, 2013, Chapter II- Incorporation Of Company And Matters Incidental Thereto

Section 4, Section 12, Section 13, Section 16

Companies (Incorporation) Rules, 2014

Rule-8, Rule-8A, Rule-8B, Rule-9, Rule-29

Companies (Registration Offices and Fees) Rules, 2014

Situations when Companies required to adopt a NEW NAME:

(a) Conversion of Compnay from private to public, or vice versa

(b) Change of Name from ABC limited to XYZ limited voluntarily

(c) Rectification of Name of Company on Direction of Central Govt.


In this editorial we are going to discuss Change of name from ABC limited to XYZ limited voluntarily as per section 13 of Companies Act, 2013

Change in Name clause of the Company involves alteration of Memorandum of Association (hereinafter referred to as “Memorandum”) of the Company. As per the provisions of Section 13 of Companies Act, 2013, all companies can alter all clauses of Memorandum except Capital clause by passing special resolution.


Section 13(1):- Save as provided in section 61, a company may, by a special resolution and after complying with the procedure specified in this section, alter the provisions of its memorandum.

Section 13(2):- Any change in the name of a company shall be subject to the provisions of sub-sections (2) and (3) of section 4 and shall not have effect except with the approval of the Central Government in writing.


ALTERATION OF NAME SHALL NOT ALLOW TO FOLLOWING COMPANIES:

Rule 29 Companies (Incorporation) Rules, 2014:- The change of name shall not be allowed to a company:

· which has not filed annual returns or financial statements due for filing with the Registrar or

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


STEP BY STEP PROCEDURE

  • Convene Board Meeting and approve Notice and propose change in Name of Company and Alteration of MOA: (As per section 173, 174 and SS-1)

  • File application to ROC for approval of name

  • Convene General Meeting of Members and obtain necessary approvals

  • File Form MGT-14 (Filing of Resolutions and agreements to the Registrar under section 117)

  • File Form INC– 24 within 30 days of passing of Special Resolution for approval of Central Govt.

  • Issue of New Certificate:

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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