Change of name-
This query is : Resolved
Querist : Anonymous
Querist :
Anonymous
(Querist)
29 November 2011
Kindly explain proceedure for change an existing pvt. ltd.Company name
29 November 2011
Hold a Board Meeting to consider the proposed name and authorize Director or cs to file Form 1A to ROC
2). On the receipt of the letter, Director or cs must fix date time and venue for another Board meeting for
Taking note of the letter ,
fixing the date , time and venue of GM for passing special resolution for changing the nae of the Company and altering MOA and to approve the draft notice and to authorize the CS to issue the same.
Issue Notice to Shareholders, Directors and Auditors.
Hold the Meeting and pass the resolution.
File Form 23 along with certified copy of special resolution along with explanatory statement.
Mak an application in e form 1B for approval of change from Central government.
On receipt of approval surrender ur original Certificate of incorporation.
2). On the receipt of the letter, Director or cs must fix date time and venue for another Board meeting for
Taking note of the letter ,
fixing the date , time and venue of GM for passing special resolution for changing the nae of the Company and altering MOA and to approve the draft notice and to authorize the CS to issue the same.
Issue Notice to Shareholders, Directors and Auditors.
Hold the Meeting and pass the resolution.
File Form 23 along with certified copy of special resolution along with explanatory statement.
Mak an application in e form 1B for approval of change from Central government.
On receipt of approval surrender ur original Certificate of incorporation.
29 November 2011
Hold a Board Meeting to consider the proposed name and authorize Director or cs to file Form 1A to ROC
2). On the receipt of the letter, Director or cs must fix date time and venue for another Board meeting for
Taking note of the letter ,
fixing the date , time and venue of GM for passing special resolution for changing the nae of the Company and altering MOA and to approve the draft notice and to authorize the CS to issue the same.
Issue Notice to Shareholders, Directors and Auditors.
Hold the Meeting and pass the resolution.
File Form 23 along with certified copy of special resolution along with explanatory statement.
Mak an application in e form 1B for approval of change from Central government.
On receipt of approval surrender ur original Certificate of incorporation.
2). On the receipt of the letter, Director or cs must fix date time and venue for another Board meeting for
Taking note of the letter ,
fixing the date , time and venue of GM for passing special resolution for changing the nae of the Company and altering MOA and to approve the draft notice and to authorize the CS to issue the same.
Issue Notice to Shareholders, Directors and Auditors.
Hold the Meeting and pass the resolution.
File Form 23 along with certified copy of special resolution along with explanatory statement.
Mak an application in e form 1B for approval of change from Central government.
On receipt of approval surrender ur original Certificate of incorporation.
30 November 2011
CHANGE IN NAME OF THE COMPANY
A company’s name is considered as identity of the company (Public or Private), which may be changed with the approval of members in the general meeting. According to section 21 of the Companies Act, 1956, a special resolution is required to be passed at the general meeting along with the approval of the Central Government (Powers have been delegated to the Registrar of Companies).
Steps involved for change in the name of a company
Please find below the procedure for altering name clause of Memorandum and Articles of Association of the company:
Board meeting for deciding the agenda for change in name
The Board of directors of a company should first consider the need and reason for changing name of the company. Change of name for an existing company may be due to:
(a) the new name is corresponding to a new business which it has proposed to undertake;
(b) a company, which has been carrying on its business for a long time and has established a standing in the market, may decide to shorten its name and may like to be known by its abbreviated name as for example "LIC Ltd." in place of Life Insurance Corporation of India Ltd., etc.
Seeking name availability for proposed new name from the ROC
An application in e-Form 1A is required to be made along with necessary filing fee of Rs. 500 to the ROC for getting confirmation regarding availability of the proposed new name. The Registrar shall intimate the applicants about the status of availability of name.
Approval of members in general meeting
After getting name availability confirmation from the ROC, the Board shall convene a general meeting of members for the purpose of getting member’s approval through passing special resolution u/s 21. The resolution so passed shall be subject to approval of the Central Government. (powers have been delegated to the Registrar of Companies).
As change of name of company involves amendment in Memorandum (MOA) and Articles of Association (AOA) etc., so special resolutions also required to be passed for alteration of MOA and AOA.
Registration of Special Resolution with ROC through form-23 (Section-192)
As desired by section 192 (4)(a) Company shall also file certified copy of the special resolution along with explanatory statement with ROC through form-23 within 30 days of general meeting.
Filing of form-1B with ROC u/s 21
In accordance with section 21 an application in form 1B is to be made to the ROC (Powers delegated to the ROC by Central Government) for approval of change of name of the company along with requisite fee.
Some important points to be observed for quick ROC approval are:
(a) company should furnish sufficient reasons for change in name;
(b) proposed name should not be undesirable as per the Govt. guidelines;
(c) for the application of abbreviated name, the company is well established and has a reputation in the market. On being satisfied the Registrar shall accord his approval for the change in name and shall issue a certificate of such effect.
Continuation of all legal proceedings by or against the company with the new name
As per section 23 change of name in the company shall not affect any rights or obligations of the company. Any legal proceedings, which might have commenced in the former name, shall be continued with the new name.
Change of name by Non-Banking Financial Company for name change
As per RBI guidelines, the NBF Companies are required to collect approval of RBI for change in their names. Therefore, the ROC shall require the "No Objection Letter" from the RBI before confirming name availability.
Such companies are required to submit an application to the RBI at their Regional Office, where the registered office of the company is situated. Annexure to be filed with application are:
1. Reason for change in name
2. Copy of the Board resolution
3. Auditors' certificate for non-acceptance of public deposit
4. Future business plans of the company.
After collecting "No Objection Letter" from the RBI, the same is required to be submitted to the ROC, in order to allow ROC to decide availability of name.
Rectification of name of an existing company (Section-22)
In case if the name of a company on its registration or on registration with changed name, it has come to the knowledge of the company or if in the opinion of the Central Government the name of the company is identical or closely resembles the name of a company which is already in existence, such company on the knowledge of the facts itself or by the Central Government, may be asked by the Central Government to change the name within 12 months of incorporation or change in the name of the company as the case may be.
Procedure for rectification of name is as follows:—
(a) Apply to the ROC in Form 1A for name availability along with fee of Rs. 500;
(b) Hold a board meeting and collect the approval of board by passing a board resolution to change the name.
(c) Also fix the date and time for a general meeting and adopt the notice to be sent to the members.
(d) after getting the member’s approval through an ordinary resolution, apply to the Regional Director in e-Form 24A, (to whom power is delegated under section 22), for obtaining approval for the change in name.
(e) After receiving the approval from the Regional Director, apply to the Registrar for issuance of a fresh certificate of incorporation.
A company’s name is considered as identity of the company (Public or Private), which may be changed with the approval of members in the general meeting. According to section 21 of the Companies Act, 1956, a special resolution is required to be passed at the general meeting along with the approval of the Central Government (Powers have been delegated to the Registrar of Companies).
Steps involved for change in the name of a company
Please find below the procedure for altering name clause of Memorandum and Articles of Association of the company:
Board meeting for deciding the agenda for change in name
The Board of directors of a company should first consider the need and reason for changing name of the company. Change of name for an existing company may be due to:
(a) the new name is corresponding to a new business which it has proposed to undertake;
(b) a company, which has been carrying on its business for a long time and has established a standing in the market, may decide to shorten its name and may like to be known by its abbreviated name as for example "LIC Ltd." in place of Life Insurance Corporation of India Ltd., etc.
Seeking name availability for proposed new name from the ROC
An application in e-Form 1A is required to be made along with necessary filing fee of Rs. 500 to the ROC for getting confirmation regarding availability of the proposed new name. The Registrar shall intimate the applicants about the status of availability of name.
Approval of members in general meeting
After getting name availability confirmation from the ROC, the Board shall convene a general meeting of members for the purpose of getting member’s approval through passing special resolution u/s 21. The resolution so passed shall be subject to approval of the Central Government. (powers have been delegated to the Registrar of Companies).
As change of name of company involves amendment in Memorandum (MOA) and Articles of Association (AOA) etc., so special resolutions also required to be passed for alteration of MOA and AOA.
Registration of Special Resolution with ROC through form-23 (Section-192)
As desired by section 192 (4)(a) Company shall also file certified copy of the special resolution along with explanatory statement with ROC through form-23 within 30 days of general meeting.
Filing of form-1B with ROC u/s 21
In accordance with section 21 an application in form 1B is to be made to the ROC (Powers delegated to the ROC by Central Government) for approval of change of name of the company along with requisite fee.
Some important points to be observed for quick ROC approval are:
(a) company should furnish sufficient reasons for change in name;
(b) proposed name should not be undesirable as per the Govt. guidelines;
(c) for the application of abbreviated name, the company is well established and has a reputation in the market. On being satisfied the Registrar shall accord his approval for the change in name and shall issue a certificate of such effect.
Continuation of all legal proceedings by or against the company with the new name
As per section 23 change of name in the company shall not affect any rights or obligations of the company. Any legal proceedings, which might have commenced in the former name, shall be continued with the new name.
Change of name by Non-Banking Financial Company for name change
As per RBI guidelines, the NBF Companies are required to collect approval of RBI for change in their names. Therefore, the ROC shall require the "No Objection Letter" from the RBI before confirming name availability.
Such companies are required to submit an application to the RBI at their Regional Office, where the registered office of the company is situated. Annexure to be filed with application are:
1. Reason for change in name
2. Copy of the Board resolution
3. Auditors' certificate for non-acceptance of public deposit
4. Future business plans of the company.
After collecting "No Objection Letter" from the RBI, the same is required to be submitted to the ROC, in order to allow ROC to decide availability of name.
Rectification of name of an existing company (Section-22)
In case if the name of a company on its registration or on registration with changed name, it has come to the knowledge of the company or if in the opinion of the Central Government the name of the company is identical or closely resembles the name of a company which is already in existence, such company on the knowledge of the facts itself or by the Central Government, may be asked by the Central Government to change the name within 12 months of incorporation or change in the name of the company as the case may be.
Procedure for rectification of name is as follows:—
(a) Apply to the ROC in Form 1A for name availability along with fee of Rs. 500;
(b) Hold a board meeting and collect the approval of board by passing a board resolution to change the name.
(c) Also fix the date and time for a general meeting and adopt the notice to be sent to the members.
(d) after getting the member’s approval through an ordinary resolution, apply to the Regional Director in e-Form 24A, (to whom power is delegated under section 22), for obtaining approval for the change in name.
(e) After receiving the approval from the Regional Director, apply to the Registrar for issuance of a fresh certificate of incorporation.
You need to be the querist or approved CAclub expert to take part in this query .
Click here to login now
Click here to login now
Similar Resolved Queries
Unanswered Queries
- Is this income indian or foreign income?
- RCM applicability on Rent Paid by Registered Person to Unregistered Landlord for Residental Building
- ITC temporary reversal and reclaim
- GST on export of services and Input Credit
- Applicable TDS rate for sale of property in Nov 2024
- Inventory of finished goods
- GST ON EXPORT COMMISSION
- RCM INVOICING FROM NOV-2024
- REGARDING 25 AS DATE OF PAYMENT AND DATE OF BOOKING
- Can we claim ITC of Feb-2024 in the month of November-2024 which was not claimed by oversight
- ITC EXCESS CLAIM + RCM NOT PAID...BOTH FOR FY 2020-21......PAID IN FY 2024-25....EFFECT
- LAST YEAR 2022-23 ITC IN NEXT YEAR 2023-24 REPORITNG IN GSTR-9
- MIS MATCH OF INVOICE NUMBER
- IGST Credit-Show cause notice issued-confusion
- Issue of gst e invoice
- How to adjusted advances given or receipt
- Foreign vendor without PAN unable to to register due to non receipt of OTP on foreign number ?
- 133(6) DIN INVALID format error - ->WHERE TO REPLY 133(6) notice?
- Query for dubts
- Regarding einvoice taken on nil rated sales
Trending Online Classes
CAclubindia
