Change in name of a private ltd company

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l.narasimha rao (Querist)
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16 February 2016 Dear sir,

To respectd experts, What is the procedure to chande the name of the existing private limited company.

Best regards
,
Narasimha

CS Divesh Goyal

CS Divesh Goyal (Expert)
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16 February 2016 PROCESS TO ALTERATION IN NAME CLAUSE UNDER COMPANIES ACT- 2013

A company being a legal entity must have a name of its own to establish its Separate identity. The name of the company is a symbol of its independent corporate existence. The first clause in the Memorandum of Association of the company states the name by which a company is known. The company may adopt any suitable name provided it is not undesirable.
The Company after incorporation can change their name by following way:

(a) Conversion of name from private to public, or
(b) Conversion of name from public to private, or
(c) Change of name from ABC limited to XYZ limited.

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.

Section 13 of the Companies Act, 2013 deal with change of name which says 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 required if the change relates to the addition/deletion of the words “private” to the name.

Sub Section- 2 of Section 4 of the Companies Act, 2013 provides that no company shall be registered by name which:

 Is identical with or resemble too nearly to the name of an existing company registered under this Act or any previous company law, or: [Section- 2 (a)]
 will constitute an offence under any law for the time being in force, or: [Section- 2 (b)(i)]
 is undesirable in the opinion of the Central Government. [Section- 2 (b)(Ii)].
Sub Section-3 without prejudice (Effect) to the provisions of sub-section (2) [as given above], a company shall not be registered with a name which contains unless the previous approval of the Central Government has been obtained for the use of any such word or expression:
 any word or expression which is likely to give the impression that the company is in any way connected with, or having the patronage of, the Central Government, any State Government, or any local authority, corporation or body constituted by the Central Government or any State Government under any law for the time being in force; or[Section- 3 (a)].
 Such word or expression, as may be prescribed. [Section- 3 (b)].

STEPS FOR ALTERATION IN NAME CLAUSE OF MEMORANDUM OF ASSOCIATION:

STEP-I
Call Meeting of Board Director:
 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

STEP-II
Hold A Board Meeting: Hold the Board meeting of Company for following purposes:

 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
STEP-III
File – e-form- INC-1 with ROC: File form INC-1 with ROC 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-IV
Name Approval Certificate from ROC, if applied name are available.
STEP-V
Call Meeting of Board Director:
 Issue Notice of Board Meeting to all the directors of company at least 7 days before the date of Board Meeting.
 Attach Agenda of Board Meeting along with Notice.

STEP-VI
Hold Board Meeting: Hold the Board meeting of Company for following purposes:
 Place Name Availability Certificate before the Board.
 Fix Day, Date, Time of Extra-ordinary General Meeting.
 Place Draft Notice of Extra-ordinary General Meeting before Board.
 Authorization to Director to issue Notice of Extra-ordinary General Meeting.
STEP-VII
Call Extra-Ordinary General Meeting:
 Give Atleast 21 clear days Notice of Extra-ordinary General Meeting along with explanatory statement through Electronic Mode or in Writing to:
 All the Directors of Company.
 All the Members of Company
 Auditor 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.
 Authorize Director & Company Secretary of company to issue notice of EGM.

STEP-VIII
Hold Extra-Ordinary General Meeting:

 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 & AOA.
STEP-IX
Filling of e-Form with ROC:

1) E-form MGT-14 within 30 days of passing of Special Resolution.
ATTACHMENT:
• Notice along with Explanatory Statements.
• Certified True Copy of Special Resolution.
• Altered in MOA & AOA.
• Minutes of General Meeting.

2) E-form INC-24 within 30 days of passing of Special Resolution
ATTACHMENT:

• Notice along with Explanatory Statements.
• Certified True Copy of Special Resolution.
• Altered in MOA & AOA.
• Minutes of General Meeting

STEP-X
After completing Above Procedure ROC will issue a New Certificate of Incorporation in form No. - 25. (Rule-29 of The Companies (Incorporation) Rules, 2014). Name will be effective from the date of issue of Certificate.

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