Change of name of an existing company

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

15 December 2015 If a Pvt. Ltd Co.having only two directors only and no other shareholders. So in that case, if this co. want to change its name , then Is it possible for directors, if yes then how ? Please tell me the total detail procedure for the same. This is very important for me to the procedure.
I am waiting for your response

Regards
ajoy singh

CS Divesh Goyal

CS Divesh Goyal (Expert)
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20 January 2016 CS DIVESH GOYAL Mob: +918130757966
Practicing Company Secretary csdiveshgoyal@gmail.com
GOYAL DIVESH& ASSOCIATES
GOYAL DIVESH & ASSOCIATES, Practicing Company Secretary
ALTERATION IN NAME CLAUSE,
Section – 13 read with rule 29 of Companies
(Incorporation) Rules, 2014
Series2 41
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 Section2 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: [Section2 2 (a)]
will constitute an offence under any law for the time being in force, or: [Section2 2
(b)(i)]
is undesirable in the opinion of the Central Government. [Section2 2 (b)(Ii)].
Sub Section23 without prejudice (Effect) to the provisions of sub2section (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
PROCESS TO ALTERATION IN NAME CLAUSE UNDER
COMPANIES ACT- 2013
SERIES
NO- 41
CS DIVESH GOYAL Mob: +918130757966
Practicing Company Secretary csdiveshgoyal@gmail.com
GOYAL DIVESH& ASSOCIATES
Government or any State Government under any law for the time being in force;
or[Section2 3 (a)].
Such word or expression, as may be prescribed. [Section2 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:
STEP2I
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.
CS DIVESH GOYAL Mob: +918130757966
Practicing Company Secretary csdiveshgoyal@gmail.com
GOYAL DIVESH& ASSOCIATES
Attach Agenda of Board Meeting along with Notice
STEP2II
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
STEP2III
File – e2form2 INC21 with ROC: File form INC21 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]
STEP2IV
Name Approval Certificate from ROC, if applied name are available.
STEP2V
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.
STEP2VI
Hold Board Meeting: Hold the Board meeting of Company for following purposes:
Place Name Availability Certificate before the Board.
Fix Day, Date, Time of Extra2ordinary General Meeting.
CS DIVESH GOYAL Mob: +918130757966
Practicing Company Secretary csdiveshgoyal@gmail.com
GOYAL DIVESH& ASSOCIATES
Place Draft Notice of Extra2ordinary General Meeting before Board.
Authorization to Director to issue Notice of Extra2ordinary General Meeting.
STEP2VII
Call Extra2Ordinary General Meeting:
Give Atleast 21 clear days Notice of Extra2ordinary 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.
STEP2VIII
Hold Extra2Ordinary General Meeting:
Check the Quorum.
Check whether auditor is present, if not. Then Leave of absence is Granted or Not. (As
per Section2 146).
Pass Special Resolution.[Section2114(2)]
Approval of Alteration in MOA & AOA.
STEP2IX
Filling of e2Form with ROC:
1) E2form MGT214 within 30 days of passing of Special Resolution.
ATTACHMENT:
• Notice along with Explanatory Statements.
• Certified True Copy of Special Resolution.
CS DIVESH GOYAL Mob: +918130757966
Practicing Company Secretary csdiveshgoyal@gmail.com
GOYAL DIVESH& ASSOCIATES
• Altered in MOA & AOA.
• Minutes of General Meeting.
2) E2form INC224 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
STEP2X
After completing Above Procedure ROC will issue a New Certificate of Incorporation in form
No. 2 25. (Rule229 of THE Companies (Incorporation) Rules, 2014). Name will be effective
from the date of issue of Certificate.
(Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice
from Delhi and can be contacted at csdiveshgoyal@gmail.com) Disclaimer: The entire contents
of this document have been prepared on the basis of relevant provisions and as per the
information existing at the time of the preparation. Though utmost efforts has made to provide
authentic information, it is suggested that to have better understanding kindly cross-check the
relevant sections, rules under the Companies Act, 2013. The observations of the author are
personal view and the authors do not take responsibility of the same and this cannot be quoted
before any authority without the written