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