A company’s name needs to be changed by amending its articles of association as well as the Memorandum of Association. Specifically, Section 13 of the Companies Act 2013 provides that a company may, as per Section 13 of the Companies Act 2013, change its name if its general assembly approves a special resolution and the Central Government approves it.
We will cover what you need to do if you want to change the name of your private limited company step-by-step.
Getting board resolutions passed when partners come to an agreement
If the company wants to change its name, a meeting of the board of directors must be held to adopt the resolution. During a meeting of the board of directors, the company’s board of directors will discuss and approve renaming the company, authorizing a director or the company’s CEO to check the availability of the name, and calling an Extra-Ordinary General Meeting to vote on the resolution.
Verifying name availability
Form INC-1 must be filled out by the authorized director or secretary, and presented to MCA for the purpose of checking name availability and approving the name. This is the same process that was used to approve initial name approval when the process was adopted.
If the RoC sends a letter indicating that the proposed name is available, that will be considered approval. It is not the final approval of the company’s name that is being sought, but rather a simple confirmation that the name is available from RoC.
There should be no similarity to another existing company name, and the proposed name should not state, “In this case, the RoC does not approve the proposed company name,”
It is necessary for the House of Representatives to pass a Special Resolution
Upon approval of the MCA’s approval of the name, the company should call an extraordinary general meeting. We will pass a special resolution to change the name and amend our articles of association and our constitution.
How to apply for a Registrar’s office
It is anticipated that the RoC will file a special resolution within 30 days of the passing of the resolution. It will be accompanied by Form MGT-14, which contains information on special resolutions. The form MGT-14 has been bundled up with these documents that will be included with the form:
- Certified copy of Special Resolution,
- Notice of EGM,
- Explanatory statement to EGM,
- Altered Memorandum of Association,
- Altered Articles of Association
MGT-14 is filed, followed by INC-24 to obtain central government approval for name change. INC-24 is filed along with the prescribed fee with the RoC.
To seek central government approval for a name change, the company is required to submit an INC-24 along with the prescribed fee with the RoC as well as the MGT-14. SRN of INC-1 must also be cited in INC-24.
Additionally, this application must also be accompanied by a copy of INC-24 as well as a copy of the Minutes of the Extra-Ordinary General Meeting held at which the special resolution was passed.
The reasons for changing the name, the number of delegates who attended the EGM, the number of delegates voting for or against the resolution, and the percentage of shares are also examined in INC-24.
A certificate of incorporation will be issued once the company has been incorporated
The incorporation certificate is a formal document issued by the company. When the documents are certified with the certificate, the company will issue a new certificate.
A company’s Certificate of Incorporation, which is re-issued by the ROC, is not complete.
Memorandum of Understanding and Agreement should include the name of the company
Upon receiving a new certificate of incorporation from the RoC, a new company name must be incorporated in all copies of the MOA and AOA.