Change in Name clause of the Company involves alteration of Memorandum of Association (hereinafter referred to as “Memorandum”) of the Company. Section 13 of Companies Act 2013 regulates the process of amendment in Memorandum of Association is applicable to all companies. All clauses of Memorandum except Capital clause can be altered by following the provisions of Section 13 of Companies Act, 2013 by passing special resolution.
As per Section 4(4) of the Companies Act, 2013., A person (an applicant) may make an application to the Registrar of Company (ROC) for the reservation of name of the Company as set out in the application, as –
a) The name of the proposed Company; or
b) The name to which the Company proposes to change its name
As per rule 9 of Company (Incorporation) Rules, 2014: An application for Reservation of Name shall be made to Registrar of Company (ROC), through the web service i.e., www.mca.gov.in by using web service SPICe+ (Simplified Proforma for Incorporating Company electronically Plus : Form INC-32),
An application for Change of Name shall be made through the web service i.e., www.mca.gov.in by using web service RUN (Reserve Unique Name).
An application for Reservation/ Change of Name shall be made along with fee as provided in the Companies (Registration Offices and Fees) Rules, 2014, i.e., ₹ 1000/-
• Issue Notice of Board Meeting to all the directors of company at least 7 days before the date of Board Meeting.
• Attach Agenda
• Notes to Agenda
• Draft Resolution
• Proposed new names for the company.
• Pass Board Resolution after Selection of Names.
• Authorize to Directors of Company to make Application with ROC for Name approval
File form RUN with ROC for approval of name:
• 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]
Name Approval Certificate from ROC, if applied name are available
Notice of EGM shall be given at least 21 days before the actual date of EGM.
• All the Directors.
• Auditors of Company
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.
• Check the Quorum.
• Check whether auditor is present, if not. Then Leave of absence is Granted or Not. (As per Section- 146).
• Pass Special Resolution.[Section-114(2)]
• Approval of Alteration in MOA.
A File Form MGT-14 with the Registrar along with the requisite filing within 30 days of passing the special resolution.
Along with given documents:-
• Certified True Copies of the Special Resolutions along with explanatory statement;
• Copy of the Notice of meeting send to members along with all the annexure;
• A copy of Memorandum Article of Associations, Shorter Notice Consent, if any.
• Notice along with Explanatory Statements.
• Certified True Copy of Special Resolution.
• Altered in MOA & AOA.
• Minutes of General Meeting
After completing Above Procedure ROC will issue a New Certificate of Incorporation.
The reason for a change of name of the company can be many, such as new branding plan, mergers and amalgamation, a shift in business activity etc.; However, the procedure shall be adopted similarly in all cases. The companies act, 2013 and the rules there under have laid down a clear & non-ambiguous method to change the name of a company. As the name of the company is mentioned on the MOA, AOA, Pan card, Tan Number, GST Registration, etc.; after its change, the same must also be altered.
Name of a company is its unique identity, and the same is also found in the first clause of the MOA (also known as Name Clause). In case the management of the company desires to change the name of the company, then it can be done with the consent of its shareholders and the approval of the registrar of companies.
List of Documents for Company Name Change
1. Digital Signature of the authorised director.
2. Proposed Name(s) in order of preference.
3. MOA and AOA in word format.
4. List of Directors and Shareholders.
5. Current Certificate of Incorporation.
6. Letterheads (approx. 10) and rubber stamp of director.