Introduction:
The Name of the company is identity of the company as well represents the goodwill of the company attached to it. Section 4(1)(a) of Companies Act, 2013 states that “The memorandum of a company shall state — The name of the company with the last word Limited in the case of a public limited company, or the last words ―Private Limited in the case of a private limited company”. This imposes the obligation on a company to add a Name Clause in its MoA.
However, name adopted by the private limited company during its incorporation can be changed later due to any reason like Change in nature of the Business activities. One should understand that changing the name of the company does not affect the existence of the company in both corporate and legal world. By Virtue of Section 13 of Companies Act, 2013 a private limited company can change its name by a prior permission of shareholders via a special resolution and with the approval of Ministry of Corporate Affairs (MCA). This process can be understood more easily in 8 easy Steps:
Step 1: Resolution by Board
The very first step in this process of changing the name of a private limited company is to organize a meeting of Board of Directors for their approval via a resolution for the change of name of the company and in addition they have to authorize a Director or Company Secretary for making a written application to the registrar of the companies for availability of proposed names. Board may also pass a resolution to convene an extra ordinary general meeting (EGM) for passing of a special resolution for making alteration in MoA and AoA regarding change in Name of the company.
Step 2: Checking Availability of Proposed Name
After Board Resolution the authorized Director or CS must have to file an application to ROC in form INC-1 which is available on the web portal of MCA along with the fees prescribed in the Companies (Registration offices and fees) Rules, 2014 i.e. Rs.1000/-. Name approval will be granted by the ROC if it is available after checking it on MCA website and trademark search. The guidelines are similar with the guidelines provided during adoption of name while incorporation of a Private Limited Company.
Step 3: Approval by ROC
Section 4(5)(i) of the companies Act, 2013 states that “Upon receipt of an application under sub-section (4), the Registrar may, on the basis of information and documents furnished along with the application, reserve the name for a period of sixty days from the date of the application.”. According to this section if the name is available and application along with its documents is genuine in nature then ROC will formally reserve the Name by issuing a letter for a period of 60 days.
Step 4: Notice for Extra Ordinary General Meeting
A formal Notice for EGM is to be sent to all the members stated in Section 101(3) of companies Act, 2013 such as every member or their legal representative, auditors and directors of the company. The notice is to be sent 21 days before either in writing or through electronic media by virtue of Section 101(1) of the act. The intention for passing a special resolution is to be precisely mentioned in the Notice to call EGM.
Step 5: Special Resolution
In EGM Special Resolution regarding Change in Name of the Company and further alteration in Memorandum and Articles of association have to be passed to move further in the process of changing name of a private limited company.
Step 6: Application for Approval
After passing of special resolution the company must have to file the resolution with ROC in 30 days by virtue of section 13(6) Companies Act, 2013 by Form MGT-14. Documents like Notices issued for EGM, certified copy of Special resolution so passed must have to be attached along with the Form MGT-14. After this Form INC 24 has to submitted with central govt. within 30 days of Special Resolution. INC 24 specifically asks for SRN of MGT-14 and reasons for changing the name of the private limited company.
Step 7: Issuance of New certificate of Incorporation
If all the formalities along with the genuine documents are duly fulfilled by the company then the ROC will issue a new certificate of Incorporation with the new name in Form INC 25. The name will come into effect from date of issuing the new certificate of incorporation.
Step 8: Alteration in MoA and AoA
After all the technicalities the company must amend or alter their Memorandum and Articles of association in order to incorporate new the new name to the private limited company.
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