Change or Alteration of Name under Companies Act 2013

A company being a legal entity should have a name for establishing a separate identity. The name of a company includes a symbol of its independent business existence. The first clause in the memorandum of association of the company includes the name by which a company is recognized. The company may accept any suitable name only if it is not undesirable.

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Detail Overview of Name Change of a Company

Change in Name clause of the Company includes modification of Memorandum of Association of the Company. Section 13 of Companies Act 2013 controls the procedure of amendment in Memorandum of Association is pertinent to all companies. All clauses of Memorandum except Capital clause can be changed by following the provisions of Section 13 of Companies Act, 2013 by passing special resolution.

Section 13 of the Companies Act, 2013 manages change of name that states that the name of the company can be changed by a special resolution and with the approval of the Central Government. Approval of Central Government is not needed if the change is associated to the addition/deletion of the words “private” to the name.

Section 4(2), Companies Act, 2013 illustrates that no company shall be registered by name which :

Is identical with or be likely too near to the name of an existing company incorporated under this Act or any previous company law as par Section- 2 (a)

Will include an offence according to any law for the time being in force according to Section- 2 (b) (i)

Is undesirable in the opinion of the Central Government in Section- 2 (b) (Ii)

Sub Section-3 without prejudice (Effect) to the provisions of sub-section (2) [as stated above], a company shall not be incorporated with a name that contains unless the previous approval of the Central Government has been acquired for the use of any such word or expression :

Any word or expression that is expected to give the idea that the company is in any way connected with, or having the support of, the Central Government, any State Government, or any local authority, corporation or body formed by the Central Government or any State Government under any law for the time being in force. Section- 3 (a)]

Such word or expression may be suggested. Section- 3 (b)

For which company alteration of name is not allowed?

The change of name shall not be permitted to a company :

That has not filed annual returns or financial statements due for filing with the Registrar or

That has failed to pay or repay matured deposits or debentures or interest thereon

Steps for alteration in memorandum of association :

Step 1 – Organize Board Meeting of Directors (under section 173 and SS-1)

Issuing notice of Board Meeting to all the directors of company at least 7 days before the date of Board Meeting

Attaching Agenda

Notes to Agenda

Outlining Resolution

Step 2 – Held Board Meeting (Under section 173 and SS-1)

Proposed new names for the company

Pass Board Resolution after Selection of Names

Authorize to Directors of Company to file Application with Registrar of Companies for Name approval

Step 3 – File – e-form- RUN with ROC

File form RUN with Registrar of Companies for approval of name

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 4 – Name Approval Certificate from ROC, if applied name is obtainable

Step 5 – Issuing notice of general meeting under Section 101

Notice of Annual General Meeting shall be offered minimum 21 days before the actual date of AGM. AGM is known on short Notice with the consent of minimum majority in number and ninety five percent of such part of the paid up share capital of the company offering a right to vote at the meeting :

All the Directors

Members

Auditors of Company

The notice shall indicate the place, date, day and time of the meeting and hold a statement on the business to be transacted at the AGM

Step 6 – Hold General Meeting (Section 101)

Check the Quorum

Verify whether auditor is present. If not, then leave of absence is approved or not. (Under Section- 146)

Pass special resolution – Section-114(2)

Approval of change in MOA

Step 7 – Filing of form with ROC -Section 117

File Form MGT-14 (Filing of Resolutions and agreements to the Registrar under section 117) with the Registrar along with the necessary filing within 30 days of passing the special resolution, with given documents.

The name approved valid for 60 days from the date of filing application