07 January 2016
Procedure -Change / Alteration of Name under Companies Act 2013 ALTERATION IN NAME CLAUSE, Section – 13 read with rule 29 of Companies (Incorporation) Rules, 2014 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. 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)]. 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. Chapter II Incorporation Of Company And Matters Incidental Thereto Provisions of the Companies Act, 2013: Section 13: Alteration of Memorandum 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 of Board Meeting along with Notice STEP-II Hold A Board Meeting: Hold the Board meeting of Company for following purposes: Place before Board Suggestions for New names. 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.
07 January 2016
PROCESS OF ALTERATION IN OBJECT CLAUSE UNDER COMPANIES ACT- 2013
Section – 13 read with rule 29 of Companies (Incorporation) Rules, 2014 This Article contains the procedure for change in Object clause of the Company Under Companies Act, 2013 with detailed documentation required. I hope this document would be of some help w.r.t. professional workings. Memorandum of association is the charter of the company and defines the scope of its activities. Memorandum of association defines the relation of the company with the rights of the members of the company interest and also establishes the relationship of the company with the members. The Memorandum of Association (MOA) of a company has object clauses that determine the purpose and range of activities of a company. After incorporation of a company, it may want to change object clause. This requires alteration in the MOA of the company and section 13 of the Companies Act 2013 covers the same. Ever clause on the MOA can be altered (with the exception of capital clause which requires an ordinary resolution to be passed) by passing a special resolution as mentioned in section 13. We cover the basic process to change the object clause of MOA of a company as per Companies Act 2013. Chapter II Incorporation of Company and Matters Incidental Thereto Provisions of the Companies Act, 2013: Section 13: Alteration of Memorandum. Company can alter its object clause by way of addition, deletion, modification, substitution, or in any other way, only if it wants: STEPS FOR ALTERATION IN OBJECT CLAUSE OF MEMORANDUM OF ASSOCIATION: STEP-I Convene A Board Meeting: To alter the object clause in memorandum of association of Company By giving Notice of at least 7 days. STEP: II Hold the Board Meeting: At the Board meeting, the given resolutions must be passed:- Get Approval to change in the objects clause and recommending the proposal for members’ consideration by way of special resolution. Fixing the date, time, and venue of the general meeting and authorizing a director or any other person to send the notice for the same to the members. Provisions of the Section 101 of the Companies Act 2013 provides for issue of notice of EGM in writing to below mentions atleast 21 days before the actual date of the EGM : All the Directors. Members 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. STEP-III Convene a 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-IV Filing and fees: I) File FORM NO. MGT-14 (Filing of Resolutions and agreements to the Registrar under section 117) 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 printed copy of the Altered Memorandum. STEP-V Follow up: I) The Registrar shall then accordingly register the alteration and issue a certificate which will be the conclusive evidence that all the requirements with respect to the alteration have been duly complied with by the company. II) The alteration shall be complete and effective only on the issue of certificate by the Registrar. III) If the special resolution is not filed within 30 days from the date of passing of such Resolution, then additional fees will be levy as per Companies Act- 2013. IV) Incorporate the alteration in every copy of the memorandum. Note: As per Companies Act-2013 Ministry Prescribed new sets of Memorandum of Association as per sections of Companies Act, 2013. So it is advisable to adopt New sets of Memorandum of Association of company at the time of Alteration in Object Clause of Memorandum of Association. DRAFT SAMPLE BOARD RESOLUTION FOR Change in Object Clause of the Company “RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions, if any, of Companies Act, 2013, (including any statutory modifications or re-enactment thereof, for the time being in force), and the rules framed there under, consent of the Board of Directors of the Company be and is hereby accorded, subject to the approval of the Registrar of Companies, NCT of Delhi & Haryana and subject to the approval of Shareholders in General Meeting, to append following sub clause (4) after sub clause (3) of clause III (A) of the Memorandum of Association of Company: (4) “To carry on the Manufacturing and Business ………………………………………….” FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Mr. ABC, Director of the Company be and is hereby authorised, on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution along with filing of necessary E-form as return of appointment with the Registrar of Companies, NCT of Delhi and Haryana.” SAMPLE SHAREHOLDERS RESOLUTION FOR: Change in Object Clause of the Company “RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions, if any, of Companies Act, 2013, (including any statutory modifications or re-enactment thereof, for the time being in force), and the rules framed there under, consent of the shareholders of the Company be and is hereby accorded, subject to the approval of the Registrar of Companies, NCT of Delhi & Haryana, to append following sub clause (4) after sub clause (3) of clause III (A) of the Memorandum of Association of Company: (4) “To carry on the Manufacturing and Business ………………………………………….” FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Mr. ABC, Director of the Company be and is hereby authorised, on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution along with filing of necessary E-form as return of appointment with the Registrar of Companies, NCT of Delhi and Haryana.”
07 January 2016
PROCESS OF ALTERATION IN OBJECT CLAUSE UNDER COMPANIES ACT- 2013
Section – 13 read with rule 29 of Companies (Incorporation) Rules, 2014 This Article contains the procedure for change in Object clause of the Company Under Companies Act, 2013 with detailed documentation required. I hope this document would be of some help w.r.t. professional workings. Memorandum of association is the charter of the company and defines the scope of its activities. Memorandum of association defines the relation of the company with the rights of the members of the company interest and also establishes the relationship of the company with the members. The Memorandum of Association (MOA) of a company has object clauses that determine the purpose and range of activities of a company. After incorporation of a company, it may want to change object clause. This requires alteration in the MOA of the company and section 13 of the Companies Act 2013 covers the same. Ever clause on the MOA can be altered (with the exception of capital clause which requires an ordinary resolution to be passed) by passing a special resolution as mentioned in section 13. We cover the basic process to change the object clause of MOA of a company as per Companies Act 2013. Chapter II Incorporation of Company and Matters Incidental Thereto Provisions of the Companies Act, 2013: Section 13: Alteration of Memorandum. Company can alter its object clause by way of addition, deletion, modification, substitution, or in any other way, only if it wants: STEPS FOR ALTERATION IN OBJECT CLAUSE OF MEMORANDUM OF ASSOCIATION: STEP-I Convene A Board Meeting: To alter the object clause in memorandum of association of Company By giving Notice of at least 7 days. STEP: II Hold the Board Meeting: At the Board meeting, the given resolutions must be passed:- Get Approval to change in the objects clause and recommending the proposal for members’ consideration by way of special resolution. Fixing the date, time, and venue of the general meeting and authorizing a director or any other person to send the notice for the same to the members. Provisions of the Section 101 of the Companies Act 2013 provides for issue of notice of EGM in writing to below mentions atleast 21 days before the actual date of the EGM : All the Directors. Members 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. STEP-III Convene a 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-IV Filing and fees: I) File FORM NO. MGT-14 (Filing of Resolutions and agreements to the Registrar under section 117) 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 printed copy of the Altered Memorandum. STEP-V Follow up: I) The Registrar shall then accordingly register the alteration and issue a certificate which will be the conclusive evidence that all the requirements with respect to the alteration have been duly complied with by the company. II) The alteration shall be complete and effective only on the issue of certificate by the Registrar. III) If the special resolution is not filed within 30 days from the date of passing of such Resolution, then additional fees will be levy as per Companies Act- 2013. IV) Incorporate the alteration in every copy of the memorandum. Note: As per Companies Act-2013 Ministry Prescribed new sets of Memorandum of Association as per sections of Companies Act, 2013. So it is advisable to adopt New sets of Memorandum of Association of company at the time of Alteration in Object Clause of Memorandum of Association. DRAFT SAMPLE BOARD RESOLUTION FOR Change in Object Clause of the Company “RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions, if any, of Companies Act, 2013, (including any statutory modifications or re-enactment thereof, for the time being in force), and the rules framed there under, consent of the Board of Directors of the Company be and is hereby accorded, subject to the approval of the Registrar of Companies, NCT of Delhi & Haryana and subject to the approval of Shareholders in General Meeting, to append following sub clause (4) after sub clause (3) of clause III (A) of the Memorandum of Association of Company: (4) “To carry on the Manufacturing and Business ………………………………………….” FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Mr. ABC, Director of the Company be and is hereby authorised, on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution along with filing of necessary E-form as return of appointment with the Registrar of Companies, NCT of Delhi and Haryana.” SAMPLE SHAREHOLDERS RESOLUTION FOR: Change in Object Clause of the Company “RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions, if any, of Companies Act, 2013, (including any statutory modifications or re-enactment thereof, for the time being in force), and the rules framed there under, consent of the shareholders of the Company be and is hereby accorded, subject to the approval of the Registrar of Companies, NCT of Delhi & Haryana, to append following sub clause (4) after sub clause (3) of clause III (A) of the Memorandum of Association of Company: (4) “To carry on the Manufacturing and Business ………………………………………….” FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Mr. ABC, Director of the Company be and is hereby authorised, on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution along with filing of necessary E-form as return of appointment with the Registrar of Companies, NCT of Delhi and Haryana.”
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