Procedure for change / alteration in Name Clause of Memorandum – Companies Act 2013

1. Calling of Board Meeting

Issue notice in accordance with the provisions of section 173(3) of the Companies Act, 2013, for convening a meeting of the Board of Directors to consider the need and reason for changing name of the company and give its in-principal approval for change in name of the Company;

2. Seeking name availability for proposed new name from the ROC

As per section 4(4) read with Rule-9 of Companies (Incorporation) Rules, 2014, application for the reservation/availability of name shall be in Form no. INC.1 along with prescribed fee of Rs. 1,000/-. In selection of Company name should be in accordance with name guidelines given in Rule-8 of Companies (Incorporation) Rules, 2014.

After approval of name ROC will issue a Name availability letter w.r.t. approval for availability of name for a proposed company. As per section 4(5), available name will be valid for a period of 60 Days from the date on which the application for Reservation was made.

3. Approval of members in general meeting

After getting name availability from the ROC, the Board shall convene a general meeting of members for the purpose of getting member’s approval through passing special resolution. Find below stepwise procedure for calling General Meeting:

a. Fix date, time and place for holding Extra-ordinary General meeting (EGM) to get approval of shareholders, by way of Special Resolution, for amendment in Name clause of Memorandum. This amendment in Name clause of Memorandum shall be in accordance with the requirement of section 13 of the Companies Act, 2013;

b. To approve notice of EGM along with Agenda and Explanatory Statement to be annexed to the notice of General Meeting as per section 102(1) of the Companies Act, 2013;

c. To authorise the Director or Company Secretary to issue Notice of the Extra-ordinary General meeting (EGM) as approved by the board under clause 1(c) mentioned above.

4. Issue Notice of EGM

Issue Notice of the Extra-ordinary General meeting (EGM) to all Members, Directors and the Auditors of the company in accordance with the provisions of Section 101 of the Companies Act, 2013;

5. Holding of General Meeting

Hold the Extra-ordinary General meeting (EGM) on due date and pass the necessary Special Resolution under section 13(1) of the Companies Act, 2013, for change in Name clause of Memorandum.

6. ROC Form filing:

a) E-form MGT.14

As per section 13(6), Company is required to file Special Resolution passed by shareholders for alteration of Memorandum with concerned Registrar of Companies. Hence, file form MGT.14 within 30 days of passing of Special Resolution with the concerned Registrar of Companies, with prescribed fees and along with following attachments:

a. Notice of EGM;

b. Minutes of EGM

c. Certified True copy of Special Resolution;

d. Altered Memorandum of Association;

e. Certified True copy of Board Resolution may be attached as an optional attachment.

b) E-form INC.24

Form INC.24 is required to be filed within 30 days of EGM in order to obtain approval of Central Government (power delegated to ROC) for change in Name of the Company. Form INC.24 has been introduced in place of old E-form-1B which was required to be filed to obtain approval of Central Government for change in Name of the Company. Find below few points regarding form INC.24:

a. Form INC.24 is required to be filed after form INC.1 and MGT.14 as form INC.24 has compulsorily asked about SRN of form INC.1 and MGT.14.

b. You have to attach Minutes of EGM with form INC.24 as compulsory attachment.

Duty of Registrar of Companies

As per Section 13(3), when any change in the name of a company is made under section 13(2), the Registrar shall enter the new name in the register of companies in place of the old name and issue a fresh certificate of incorporation with the new name and the change in the name shall be complete and effective only on the issue of such a certificate.

 

Concerned Registrar of Companies (ROC) will check the E-forms and attached documents and will give effect to the change in Name clause of the Memorandum.

 

 

 

 

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