Are you planning to change the name of your company? But do not know how to proceed? Well, it is not an easy job. The process of changing the name of the company involves considerable alteration. The companies act, 2013, has laid down a formal process to be followed while changing your company’s name. Initiating from passing a resolution to notifying the Registrar of company.
Here are the five steps which would help you in changing the name of your company.
Step one – passing the board resolution.
The company must call for the board meeting for a passing resolution to change the company’s name post private limited company registration in India. In this meeting, the board of directors must approve the resolution. The board must also authorize a company secretary (CS)/director to check the availability with the MCA (ministry of corporate affairs) database.
Later EGM (extraordinary general meeting) must be conveyed in order to pass the special resolution.
Step two – check the availability of the name for the company.
Here, the authorized director or the CS would apply to the MCA in the form INC-1 to check the availability of the name and subsequent approval of the same. The MCA would go through the form and check if it meets the requisite criteria and checks if it is identical to any existing company name.
If the proposed name is available, the Registrar of the company (RoC0 would send the letter to the company. Keep in mind that this is just a confirmation concerning the availability of the proposed name. This does not mean that the letter is a final approval concerning the name change.
Step three – passing a special board resolution.
Once the proposed is available to take, the authorized director must call for the EGM (extraordinary general meeting). After the due deliberation, the meeting would pass a special resolution for changing the name of the company and incorporating the change in the articles of association (AoA) and memorandum of association (MoA) of the company.
Step four – applying with the RoC.
Within one month of passing the special resolution, the same requires to be submitted with the RoC. Another change of the company form, MGT-14, must accompany the resolution. Form MGT-14 should include the details of the special resolution. Here are the following documents that are needed to be submitted along with it;
– EGM’s notice.
– EGM’s explanatory statement.
– Special resolution’s certified copy.
– Altered AoA.
– Altered MoA.
After the submission of MGT-14, the company must submit INC-24 asking for the approval of the central government to change the company’s name. The obtained SRN while submitting form MGT-14 must be stated in form INC-24, and the SRN of form INC-1 filed earlier.
With INC-24, the company requires to file a copy of the minutes of the EGM that passed the special resolution. The INC-24 must also state the following details;
– Order from Registrar to change company name with a reason.
– Number of people who participated in EGM.
– Number of members who voted for and against the resolution.
– Shareholding percentage.
The mentioned fee for the charge requires to be paid to the RoC.
Step five – issuance of the certificate.
On being satisfied with the given documents, the RoC would allocate the new certificate of incorporation to the company with the proposed name.
Company’s duties after receiving the certificate of incorporation.
Once the company receives the new certificate of incorporation, it must take the requisite steps to incorporate the changed name of the company in all the copies of the MoA and AoA of the company. Also, the company must arrange for printing new copies of the edited MoA and AoA.
According to 12(3)(a) of the companies (incorporation) rules, 2014, the new company’s name must be affixed outside every place or office where the business is conducted, in legible letters. Similarly, it has to be written in one of the local or vernacular languages. That’s why it has to be engraved in legible character in all the seals of the company.
Section 12(3)(c) and (d) need the new name to be printed on all the notices, billheads, letters, and other publications of the company. Also, it must appear on all bills of exchange, promissory notes, hundies, and other such documents related to the company.
The company must instantaneously apply for the new PAN card and TAN. Also, it must notify the banks, where it has its current accounts, and concerned government authorities as well.