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Procedure for Changing the Name of a Limited Company

Courtesy/By: Shruti Singh | 2020-12-29 18:58     Views : 218

The procedure for changing the name of a Limited Company is through the following steps:

Step 1: Organise Board Meeting

For changing the company name, a board resolution shall be passed and authorizing the Director of the company, or Company Secretary, to apply for confirming the availability of the proposed name. 

Passing a resolution for holding an Extraordinary General Meeting for altering the name in the Articles of Association (AoA) & Memorandum of Association (MoA) can either be in the same Board meeting conducted for a name change, or a new Board meeting convened after the approval of a new name.

Step 2: Confirm the Availability of Proposed Name

The authorized person viz. Director of the Company or Company Secretary confirms the availability of the proposed name, by applying to the MCA and attaching a copy of the Board resolution passed in the meeting.

Naming Guidelines under Companies Act 2013 govern this activity, and at the same time, the incorporation process of a new company needs to be kept in mind.

Step 3: Filing e-form- RUN with ROC

The reservation of a proposed name is facilitated by RUN (Reserve Unique Name) on the MCA portal.

Step 4: Convene an Extraordinary General Meeting

An Extraordinary General Meeting is convened after obtaining approval of a new name from MCA, to pass a special resolution for alterations in the company name and its aftereffect to the Memorandum of Association and Articles of Association. Section 13(1), Section 13(2), Section 14 & Section 5(3) governs this step.

Step 5: Special Resolution and applying to the Registrar

In the next step, the following documents require filing with the Registrar of companies:

  • A company through a special resolution, under Section 13 (1) in Form MGT-14. 
  • An application for the name change in Form No. INC-24, along with the fee for a change in a company name.

Annexures to the INC-24:

According to Section 13(6) and Rule 29(2) of the Companies (Incorporation) Rules 2014, the following documents need to be attached to INC-24.

  1. Accredited copy of the minutes of the general meeting held among the members to pass the special resolution for a company name change.
  2. Copy of the name change approval order issued by the concerned department or concerned bodies like RBI, IRDA, SEBI, etc.
  3. Provision of any more details as an optional attachment(s).

Step 6: Obtaining a new Certificate of Incorporation

  • A new certificate of incorporation shall be issued to a company in Form No. INC-25 after its name change. After-duties performed post attainment of a new certificate of incorporation and change in a company’s name. As per Section 15(1), every alteration made in the Company’s AoA and MoA shall be noted in every copy of articles and memorandum, respectively.
  • Arrange to print new copies of modified AoA and MoA with a recent Certificate of Incorporation.
  • According to Section 12(3)(a), the new name of the company shall be painted or affixed outside every office or place where the business takes place. The name should be painted, or affixed, in an apparent position and legible letters. The name should be written in the characters of one of those languages colloquially used.
  • Section 12(3)(b) requires the name engraved in legible characters on the company’s seal (if any).
  • Section 12(3)(c) and Section 12(3)(d) mandates to get the new name printed on all the business letters, letter papers, billheads, notices & other publications of the company and bills of exchange, promissory notes, hundies and other related documents of the company, respectively.
  • According to the first proviso to Section 12(3)(d), when a company altered its name/s during the period of last two years, it shall paint/print/ affix the new name along with its previous name/s which has changed during that period as prescribed under clauses (a) and (c).
  • Get the new rubber stamps and all the stationery items prepared in a company’s new name.
  • Notify the bank where the company’s current account operates, and concerned government officials or authorities, such as stock exchanges, Tax, and Excise Authorities, NSDL, CDSL, PF & ESI officials, etc., about the alteration in the company name, and intimate them to change the name in the records as well. The parties with which the company has dealings, or where it has made an investment or took loans, insurance policies from; shall also be informed about the change.
  • Application for the Company’s New PAN and TAN.
  • Get the name updated with essential utility services such as telephone and electricity service providers.

 

This Article Does Not Intend To Hurt The Sentiments Of Any Individual Community, Sect, Or Religion Etcetera. This Article Is Based Purely On The Authors Personal Views And Opinions In The Exercise Of The Fundamental Right Guaranteed Under Article 19(1)(A) And Other Related Laws Being Force In India, For The Time Being.

Courtesy/By: Shruti Singh | 2020-12-29 18:58