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
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
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