Change in name of the Company involves alteration of Clause I of the Memorandum of Association of the Company. Section 13 of the Companies Act, 2013 regulates the process of alteration of Memorandum of Association of companies. Section 13 of the Companies Act, 2013 says that name of a company may be changed by passing a Special Resolution in the general meeting and with the approval of the Central Government.
The company after incorporation can change their name through following ways:
(a) Conversion of name from private to public, or
(b) Conversion of name from public to private, or
(c) Change of name from ABC limited to XYZ limited.
As per Section 13 of the Companies Act, 2013 the name of the company can be changed by a Special Resolution and with the approval of the Central Government. But on the other hand if the change relates to the addition/deletion of the words “private” to the name, then approval of Central Government is not required.
Steps For Alteration In Name Clause Of Memorandum Of Association:
STEP-I
Call Meeting of Board of Directors:
- At first, issue Notice of board meeting to all the directors of the company atleast 7 days before the date of meeting.
- Agenda should be attached along with the notice of the board meeting.
STEP-II
Hold a Board Meeting:
- New names should be placed before board for suggestions.
- Pass board resolution after name selection.
- Authorize the Directors of the company to make Application with ROC for Name approval.
STEP-III
File – e-form- INC-1 with ROC:
For approval of name file form INC-1.
ATTACHMENTS:
- Copy of Board Resolution.
- Approval of Owner of Trade Mark or the applicant of such application
(If proposed name(s) are based on a registered Trade Mark or is a subject matter of an application pending for registration under the Trade Mark Act, 1999).
STEP-IV
Name Approval certificate from the ROC will be issued if names that has been applied for are available.
STEP-V
Call for Meeting of board of directors:
- Again issue notice of Board Meeting to all the directors of company at least 7 days before the date of Meeting.
STEP-VI
Hold Board Meeting for following purposes:
- Place Name Availability Certificate before the Board.
- Fix Day, Date, Time of Extra-ordinary General Meeting.
- Place Draft Notice of Extra-ordinary General Meeting before Board.
- Authorize the Director to issue Notice of Extra-ordinary General Meeting.
STEP-VII
Call Extra-Ordinary General Meeting:
- Atleast 21 clear days’ Notice of Extra-ordinary General Meeting along with explanatory statement. On other hand it can be called at a shorter notice also if consent is given in writing by not less than 95% of members entitled to vote at such meeting.
- The notice shall specify the place, date, day and time of the meeting and contain a statement on the business to be transacted at the EGM.
- Authorize Director or Company Secretary of company to issue notices of the EGM.
STEP-VIII
Hold Extra-Ordinary General Meeting:
- Check the Quorum of EGM.
- Pass Special Resolution.[Section-114(2)]
- Approval of Alteration in MOA & AOA.
STEP-IX
Filling of e-Form with ROC:
1) File E-form MGT-14 within 30 days from the date of passing Special Resolution.
ATTACHMENT’s with MGT-14:
- Notice along with Explanatory Statements.
- Certified True Copy of Special Resolution.
- Altered MOA & AOA.
- Certificate of Name Approval
2) File E-form INC-24 within 30 days of passing the Special Resolution
ATTACHMENT’withINC-24:
- Notice along with Explanatory Statements.
- Certified True Copy of Special Resolution.
- Minutes of General Meeting.
STEP-X
After completion of the above procedure, ROC will issue a new certificate of Incorporation. Name will be effective from the date of issue of new certificate.