Process to Change the Name of a Private Limited Company

Change the Name of a Private Limited Company
Change Name of Private Limited

The process to Change the Name of a Private Limited Company under the Companies Act, 2013

Changing the name of the company requires amending the AOA and MOA of the Company. The Name of a company is its unique identity, and the same is also found in the first clause of the MOA (also known as the Name Clause). 

The management of the company desiring to change the Company Name would need the consent of its shareholders and the approval of the CRC(MCA) and ROC. Alteration in the name clause is provided under sections 13 (2) and 13 (3) of the Companies Act, 2013. Change in the name has no impact on its legal entity or its existence as a corporate entity.

It will not result in the creation of a new company or entity.

Step I: Board resolution of the Company

The very first step is the drafting of the Board resolution for the Change in Name of a Private Limited Company. Notice has to be issued at least 7 days, according to the provisions of Section 173(3) of the Companies Act, 2013. Board Members should give their principle approval for the change in the name of the Company. They will suggest proposed new names for the Company and will set the agenda for the Meeting of shareholders. They can pass the resolution regarding:

  • ⦁ Proposed new names for the company;
  • ⦁ Authorizing any Director or Practicing Company Secretary for making an Application with the Registrar of Companies for the approval of a new name as decided by the Board;

Step II: Check whether the name is available or not

In the second step, regarding the checking of name availability with the MCA & Trademark for Change in Name of a Private Limited Company. When the resolution is passed, we have to check whether the proposed name is available or not. You have to submit RUN (not e-form) along with the fee prescribed, i.e. Rs. 1,000 only.

The proposed name should be in consonance with the name guidelines given in Rule-8 of the Companies (Incorporation) Rules, 2014, like it should not be identical with any other existing company’s name, should not violate trademark, does not include offensive words, it should be in consonance with the principal object of the companies, etc.

Step III: Approval of the new name by the CRC (MCA) of the company

After CRC approves the name availability, they will issue a Name Approval Letter with respect to approval for the availability of the name for the company. It must be taken care that the proposed name cannot be made available for a period exceeding 60 days from the date of approval and this approval does not grant any kind of right of privilege. The name is liable to be withdrawn at any time before approval of the name change if it is found later on that the name ought not to have been allowed.

Step IV: Notice for EGM & passing of Member’s resolution for changing the name of the company

When the name is approved by CRC, the company should call an EGM to pass a special resolution in favor of changing the name of the company. The board has to then issue a notice to all shareholders, Directors, and Stakeholders of the company in accordance with Section 101 of the Companies act 2013. It should accompany an explanatory statement (102) stating the reasons for the change in name in the interest of the director. The notice should be issued at least 21 days before the meeting. If 95% of the shareholder’s consent, then EGM can be conducted on shorter notice.

The following resolutions have to be passed at the Meeting:

  • ⦁ Change of name of the Company and alteration of MOA and AOA of the company subsequently.
  • ⦁ If the name is changed due to a change in the business activity or the object of the company, then the main object in MOA also has to be changed.
  • ⦁ Delete any other object in the object clause of the MOA of the company.
  • ⦁ The liability clause of the MOA has to be amended.
  • ⦁ New AOA and MOA have to be adopted, which are consistent with the Companies Act 2013.

Step V: Application for approval of company name change

Once the special resolution is passed in EGM in step IV, the company has to file the resolution so passed with the Registrar of Companies within 30 days of the passing of the resolution. Form MGT-14 has to be filled with filling resolution to the registrar with the following documents attached:

  • ⦁ Notice issued for EGM along with explanatory statements
  • ⦁ A certified true copy of Special resolutions and Board Resolution;
  • ⦁ Altered MOA and AOA.
  • ⦁ Minutes of the extraordinary general meeting;
  • ⦁ Consent letter to shareholders, in case the extraordinary general meeting is convened on shorter notice.

The company also has to submit form INC-24 to obtain approval from the Central Government for the change of the company’s name within 30 days of the passing of the special resolution. You have to attach the following documents:

  • ⦁ Notice of extraordinary general meeting along with the explanatory statements;
  • ⦁ A certified true copy of Special resolutions and Board resolutions;
  • ⦁ Altered Memorandum and Articles of Association;
  • ⦁ Minutes of the extraordinary general meeting;
  • ⦁ Consent letter to shareholders, in case the extraordinary general meeting is convened on shorter notice.
  • ⦁ SRN of the Form MGT-14

Step VI: Issue of new Certificate of Incorporation.

Jurisdictional ROC will check and review the forms and documents filed by the company. If he is satisfied with the forms and documents given by the Company, then Registrar will issue the New Incorporation certificate stating the new name of the company. The name will be effective from the date of issue of the certificate.

So these above steps which you have to follow to change in Name of a Private Limited Company.

For Which Company, Change in Name is not allowed?

  1. 1. Companies which not filed annual returns to register.
  2. 2. Companies that failed to pay or repay matured deposits or debentures or interest thereon.

Note: Both the Form MGT-14 and Form INC-24 is Non-STP Form. Generally, it will take 20-25 days for the entire process.

How To Register A Company In UAE From India?

Register A Company In UAE

In recent years, more and more businessmen are exploring the possibility of Registering a Company in UAE from India. In this insight, we discuss the requirements and procedures to Register a UAE Company and set up Business in UAE for Indian Businessmen and other Foreign Nationals.

The requirements for registering a company in UAE keep changing to make them more business-friendly to foreign investors. One of the latest changes that have been introduced is that a local sponsor is no longer required for mainland companies unless the company operates in a strategic sector. Registering your UAE Company to start doing business in UAE has just become simpler.

Steps to register your company in UAE:-

1. Business Activities Description

The nature of your business activities and the whether you will be only exporting services or products Vs. trading locally determines your establishment’s business model and the choice of authorities under which your UAE company will register. Some activities require specific approvals.

If your preference is to Register a company in Dubai and, in case you are only exporting, you have a choice of several specialized economic business zones. Alternatively, you may register your company as a mainland company in Dubai.

2. Trading Name Registration for Company in UAE

A company is required to register a Trade Name to be used for doing business in UAE. The trade name to be used must not be previously reserved by another business and it must follow the UAE trade name reservation rules. Certain names and terms are prohibited.

3. Choice of Business Jurisdictions Based on Your Needs and Requirements

The choice of Business Jurisdiction is largely determined by the physical location of the Company and vice versa. Apart from business considerations in relation to the chosen area to operate in, different jurisdictions have different characteristics/regulations, and so forth. Our expert consultants are available to help you choose the location and jurisdiction that are best suited to your business objectives.

4. Memorandum of Association

The Memorandum of Association of your UAE company stipulates your company’s structure and internal regulations. Our helpful consultants will advise on the clauses that are best suited to your requirements.

A Local Sponsor Agreement is still no longer required and foreign nationals can have 100% ownership of their companies unless the company operates in a strategic sector.

5. Business License Application

A business license is required for doing business in the UAE. The authority that will grant the business license depends on whether the company is Mainland or under one of the available Free Zones. Depending on the activities of the company, additional approval may be needed from other government bodies.

6. Investor Visa and Emirates ID Application

Investor Visa and Emirates Id ensure that the owner and staff of the UAE Company can travel to and live in the UAE with no restrictions.

7. Open Company Bank A/c.

Of Course, no company can operate without a bank account and there is a big choice of credible banks in UAE to choose from. Nowadays, the procedure for opening a bank account is lengthy, but our experienced consultants are well-equipped to assist you in the best possible way.

8. UAE Company Registration Cost

UAE Company Registration Cost depends on several factors, some of which have been above. Our experience and expertise allow us to advise our clients on the best choices that enable their UAE company to operate efficiently and avoid unnecessary costs during the incorporation phase. We make UAE company registration from India both hassle-free and cost-efficient.

REQUIREMENT TO OPEN A COMPANY

  • ⦁ FZE–1 shareholder; FZC–2 to 10 shareholders.
  • ⦁ There are no mandatory requirements for a paid-up capital. However, the capital mentioned in the Articles of Association will be AED 150,000; In case the company will be on the Mainland, the share capital will be AED 100,000.
  • ⦁ Virtual office/ office space is compulsory.
  • ⦁ Minimum 1 and any person can become the director/ manager.
  • ⦁ The Director/ Representative of the company needs to visit Dubai for the bank account opening process and security approval.

DOCUMENTS REQUIRED

  • ⦁ Application forms duly signed by the authorized signatory.
  • ⦁ Passport Copy of the UBOs/ Shareholders/ Directors.
  • ⦁ Copy of National Identity Card/Aadhar Card of the UBOs/ Shareholders/ Directors.
  • ⦁ Most Recent Utility Bill/ credit card statement/ bank statement with the name and residential address of the UBOs/ Shareholders/ Directors.
  • ⦁ Curriculum Vitae (CV) /Profile of the UBOs/ Shareholders/ Directors.
  • ⦁ One color photograph for each UBO/ Shareholder/ Director/ Partner/ Manager.

INDIVIDUAL SHAREHOLDER

  • ⦁ Application forms duly signed by the authorized signatory.
  • ⦁ Certificate of Incorporation of the corporate shareholder (mother company).
  • ⦁ Memorandum & Articles of Association of the mother company.
  • ⦁ Board Resolution detailing the formation of the branch or the subsidiary nominating an authorized manager.
  • ⦁ Passport Copy of the UBOs/ Shareholders/ Directors.
  • ⦁ Copy of National Identity Card/Aadhar Card of the UBOs/ Shareholders/ Directors.
  • ⦁ Most Recent Utility Bill/ credit card statement/ bank statement with the name and residential address of the UBOs/ Shareholders/ Directors.
  • ⦁ Curriculum Vitae (CV) /Profile of the UBOs/ Shareholders/ Directors.
  • ⦁ One color photograph for each UBO/ Shareholder/ Director/ Partner/ Manager.

CORPORATE SHAREHOLDER

  • ⦁ Application forms duly signed by the authorized signatory.
  • ⦁ Certificate of Incorporation of the corporate shareholder (mother company).
  • ⦁ Memorandum & Articles of Association of the mother company.
  • ⦁ Board Resolution detailing the formation of the branch or the subsidiary nominating an authorized manager.
  • ⦁ Passport Copy of the UBOs/ Shareholders/ Directors.
  • ⦁ Copy of National Identity Card/Aadhar Card of the UBOs/ Shareholders/ Directors.
  • ⦁ Most Recent Utility Bill/ credit card statement/ bank statement with the name and residential address of the UBOs/ Shareholders/ Directors.
  • ⦁ Curriculum Vitae (CV) /Profile of the UBOs/ Shareholders/ Directors.
  • ⦁ One color photograph for each UBO/ Shareholder/ Director/ Partner/ Manager.

What is due date for claiming ITC for FY 2021-22 ?

Vide Finance Act 2022 Government has amended Sec 16(4) of CGST Act 2017 and extended due date for claiming ITC to 30th November of next year.

⦁ However it is to be noted that, yet this amendment is not made effective by government.

⦁ Therefore as of now , kindly claim pending ITC of FY 2021-22 before due date of Sep 2022 return.

#gst #itc #gstreturn #gstitc #inputtaxcredit

New Disclosures in Board’s Report –

As we all are aware that the Board’s Report is prepared under subsection 3 of section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014

⦁ Now, the Ministry of Corporate Affairs has amended Rule 8, after the amendment along with the existing matter contained in the Board’s Report two new matters shall be added to the Board’s Report.

⦁ The two new disclosures (along with the existing disclosures) shall be applicable for the Financial year 2021-22 and the two new disclosures are:-

Details of applications under the IBC, 2016 during the year along with their status as at the end of the financial year.

The details of the difference between the amount of the *valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial institutions along with the reasons thereof. So, you can add the above clauses in Board’s Report as follows:-

1. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceeding pending in the name of the company under the Insolvency and Bankruptcy Code, 2016

2. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no time settlement of loans taken from Banks and Financial institutions

Kindly note that the above two matters shall be made in the Board’s Report only in case there is no application or proceeding pending under IBC; or where there is no loan taken or no settlement happened from the Bank.

#boardsreport #boardreport #companiesact2013 #audit #companiesaudit #statutoryaudit

Due to recent changes in ITC Table of GSTR 3B, additional details to be checked for the purpose of GSTR 3B –

1.    Details of Ineligible Credit – Ineligible ITC is now required to reversed from the gross ITC availed in GSTR 3B and therefore, the complete details of Ineligible ITC is required to be reported in GST return. Such Ineligible ITC should include the following details:
 
·      ITC not allowed as per section 17(5) of CGST Act
·      ITC not allowed on account of POS rules
·      ITC pertaining to the invoices which are pending for payment for more than 180 days to be counted from the date of invoice
 
2.    Details of ITC which was claimed inadvertently in the previous periods – It may include the following:
 
·      Ineligible ITC wrongly claimed earlier
·      ITC claimed twice and to be reversed now
·      ITC to be reversed due to other reasons

#gstreturn #gstindia #gstregistration #gst #gstlitigation #gstupdates

Practicing CAs issue various certificates at the request of their clients and authorities take them as documentary proof to support a transaction.

One of the certificates which are generally asked for by Banks and financial institutions is End Use Certificate. It is part of the banks’ monitoring process after the loan amount’s disbursal.

Utmost care is required from the professional in issuing these certificates. A CA should satisfy himself with documentary proof before the issue of such certificates. There should not be any chance of tolerable error.

It’s beneficial in accepting the assignment if CA knows the level of integrity of the client. The basis of certification and management explanations should be included in the relevant work papers.

#CACertificate #Audit #CompanyAudit #StatutoryAudit #TaxAudit #StockAudit #InternalAudit

Lot of CAs are burdened with the Tax Audits in the month of September as the 30th is the last date. Please go through the below points:

👉🏻 Standards on Auditing are mandatory to be followed in planning and performing the audit.

👉🏻 For clarity on any specific matter, members can refer to the Guidance note issued by the ICAI.

👉🏻 Risk assessment is a critical element which should never be ignored.

👉🏻 One should never compromise on the audit procedures due to paucity of time.

👉🏻 Review mechanism within the practicing firm improves the quality of audit.

✅️ Never to forget Integrity, Objectivity, and Independence.

#audit #tax #auditing #icai #ca #standards

CGST Mumbai South Commissionerate busts Rs. 142 Crore fake GST invoice racket

Officers of CGST Mumbai South Commissionerate have busted a fake GST invoice racket, which was used to pass on fake GST Input Tax Credit (ITC) of Rs. 27.80 crore on invoices of Rs 142 Crore, and have arrested the Director of M/s Techno Satcomm India Pvt. Ltd. for issuing GST invoices without actual supply of goods.

Acting on a specific input received from the Central Intelligence Unit of CGST Mumbai Zone, the anti-evasion wing of CGST Mumbai South Commissionerate initiated an investigation against this company. During the investigation, the company was found to be non-existent at the declared business address. Subsequently, the statement of its Director was recorded on September 05, 2022 wherein he admitted his role in the generation of fake ITC and passing on this ITC in the downward supply chain.

Investigation revealed that this company had fraudulently claimed input tax credit of Rs. 27.80 Crore in its GST returns and passed on this ITC to its various recipients. Bogus invoices of around Rs. 142 Crore were issued for passing on this tax credit, without any supply of goods, in gross violation of provisions of the CGST Act, 2017.

Based on material evidence gathered during the investigation, the Director of the company was arrested on September 06, 2022 and produced before the Hon’ble Additional Chief Metropolitan Magistrate, Esplanade on the same day who has remanded him to judicial custody for 14 days. Further investigation is under progress.

This is the seventh arrest by the officers of CGST Mumbai South Commissionerate, in the current financial year. During the financial year 2021-22, the CGST Mumbai South Commissionerate had detected GST evasion of Rs. 949 Crore, recovered Rs. 18 Crore and arrested 9 tax evaders

CGST officers are using data analysis and network analysis tools to identify and trace potential fraudsters. This case is a part of the special drive launched by the CGST Mumbai Zone against tax fraudsters and fake ITC networks. The CGST officers will intensify this drive against the tax evaders in the coming days.