Change of Company Name as per SEBI (LODR) Regulations 2015

Companies are divided into listed companies and unlisted companies. Listed companies have their shares registered in a particular stock exchange. The Securities Exchange board of India (SEBI) is the main authority that governs the listing of securities and stocks in stock exchanges in India. Therefore listed companies have to be in conformity with the rules related to the SEBI.

The Government of India has brought out regulations related to managing of securities in a stock exchange. This regulation is known as the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI (LODR) Regulations 2015].

The SEBI LODR regulations specify certain disclosure requirements by companies that register their securities in stock exchanges across India. The law related to change of company name is not only present in the Companies Act 2013 and Companies Rules, but it is also included in the SEBI LODR regulations. SEBI LODR regulations would only be applicable to listed companies in recognised stock exchanges.

Listed Entities can be understood as a company which has its securities listed on a recognised stock exchange. Specific amount of securities which are issued by the company are registered in the stock exchange as per the requirements of the listing agreement between the stock exchange and the company.

According to section 45 of the SEBI LODR regulations, the company has to follow Particular Conditions:-

Listed Entities under this regulation are allowed to change the name of the company. However, the following requirements have to be complied by the listed company:

• There has to be a gap of more than one year since the company changed its name;
• 50% of the revenue of the company in the previous year is accounted due to the fact of change in the name of the company; or
• The amount that is invested as a result of the change of company name has added to 50% of the assets of the listed entity.

If the company has carried out any other activities which do not reflect the new name, then the company has to change its name in line with the new activities that are carried out by the company. This must be carried out within a period of 6 months from the change of activities.

Assets of the company means the entity’s fixed assets, advances, work in progress, trade receivables cash and cash investments by the company. On fulfilling the above requirements, the listed entity would file an application with the ROC. Apart from this the listed entity also has to file an application for name availability in the ROC.

After receiving the confirmation for change of name of the company, the listed company has to seek clarification from the stock exchange for change of name. The listed company has to submit a certificate regarding this certified by a chartered accountant stating the compliance with the above regulations.

Checklist Required to be submitted:-

Listed entities have to submit documents to the stock exchange first for receiving the In-principal approval from the stock exchange and then separate documents have to be filed for receiving final approval from the stock exchange.

Documents submitted to the stock exchange for in- principal approval

1. Application for change of name in the recognised stock exchange. In this application the listed entity would require to specify that all the compliances have been met by the company for changing the name in the stock exchange.
2. A certified copy of the resolution which is taken in the extra ordinary general meeting. This resolution is regarding change of name of the listed entity. For changing the name of the company, a special resolution has to be passed by the shareholders and directors of the company.
3. Details and date of the last name change of the company. This would only be applicable if the company has changed its name in the past.
4. The company must provide reasons for such change of name.
5. Along with the documents a confirmation must be provided by the Company Secretary of the company that:

• At least one year of time has elapsed from the time of the last name change;
• 50% of the revenue received by the company is due to the fact of name change of the company; or
• The amount that is invested in the new activity related to assets ((Fixed Assets+ Advances+ Work In Progress) is at least 50% of the assets of the company. Advances would only include the percentage and sums of money which is extended to contractors and supplied towards the execution of the contract of the company.

6. Confirmation has to also be from the Practicing Chartered Accountant or the Cost Auditor of the Company.

• The confirmation would include the same confirmation that is given by the practising company secretary of the company.
• 50% revenue of the company must be from the change of name of the company. The amount of revenue must be from the preceding one year.
• The amount invested in the new activity must add up to at least 50% of the new assets of the company.

7. Certificate of Confirmation regarding the availability of the name in the ROC.
8. If the company has a trademark for a symbol, the company must also file an application for changing the trademark and the symbol.
9. Along with the application form the fees and tax should be paid by the company.

Documents submitted to the stock exchange for Final approval

1. Confirmation of change of name with the ROC
2. Certified copy of the notice of holding the annual general meeting and extra annual general meeting of the shareholders. The resolutions taken in the meetings regarding change of name must also be mentioned in the copy.
3. Copy of the resolution that is passed in the Annual General meeting/ extraordinary general meeting.
4. New Certificate of incorporation with the change of company name.
5. Certified copy of the altered memorandum of association (MOA) and articles of association (AOA).
6. Any form of procedure in which the change of company name must also be included in the share certificate. The following has to be mentioned:

• Issue of new share certificates;
• Affixation of Stickers of change of company name on the existing share certificates- with samples of the same;
• Rubber stamping on existing share certificates.

7. A certificate of confirmation that old share certificates are good.

Apart from the various regulations for changing the company name in the Companies act, any listed company would have to follow the above SEBI LODR regulations for changing the name. The SEBI LODR Regulations only speak about listed companies but do not provide any clarity on unlisted companies. Change of name for unlisted companies is covered by the Companies Act. Thus a listed entity has to adhere to all the above provisions regarding the Change of Company Name under SEBI.