Following is the basic procedure
to change the name of Company.
1.
Name Availability
Company is required to file an application for
availability of proposed name of the Company. This application is filed
in RUN Application.
2. Shareholders Approval
Once the new name is reserved, shareholders’
approval is required to pass following special resolution.
- the change in name of the Company and
to alter the Memorandum and Article of Association with regard to change
in name of the Company
3. Central Government's approval
Once the shareholders' approval is obtained, the
Company is required to file application in Form INC-24 to
Registrar of Companies (ROC) within 30 days for shareholders' approval.
4. Issue of Fresh Certificate of Incorporation
Upon approval of application (as per point 3
above), the Fresh Certificate of Incorporation upon change of name will be
issued by ROC.
Pre-requisites for change of name of
Company
Pursuant to Rule 29 of Companies (Incorporation)
Rules, 2014, the change of name shall not be allowed to a company which has
defaulted in filing its annual returns or financial statements or any document
due for filing with the Registrar or which has defaulted in repayment of
matured deposits or debentures or interest on deposits or debentures.
Hence, before moving forward, it is necessary to
complete pending filings of annual returns or financial statement, if any.
Steps to complete this Process
Step - 1: Send atleast 7 days' notice to hold Board Meeting
Step - 2: Hold the
Board meeting at decided date for passing following resolutions
- to authorise any Director to file application for
availability of new name (RUN Application)
- to approve change of name of the Company, subject
to approval of Shareholders
- to decide the date, time and place for holding
Extraordinary General Meeting (EGM) and issuing atleast 21 days' notice to all
the shareholders.
Step - 3: File
Application for availability of new name (RUN Application) with following attachments
- Board Resolution for availability of new name (refer Step - 2)
- Any other document as required on case to case basis
Step - 4: Upon approval of application, ROC will issue
a certificate for reserving a new name
Step - 5: Hold an
EGM at decided date for passing following special resolution
- to approve change of name of the Company and
authorising any Director to file application to ROC for Central Govt's approval
(Form INC-24) (Click here for format of resolution)
Step - 6: File Form
MGT-14 within 30 days from the date of passing of resolutions in EGM with following attachments
- signed copies of Special Resolutions with
Explanatory Statement
- altered Memorandum of Association
- altered Article of Association
It is to be noted that SRN of Form MGT-14 will be
filled up in Form INC-24.
Step - 7: File Form
INC-24 within 30 days from the date of passing of resolutions in EGM
- Minutes of EGM in which special resolutions were
filed (refer Step - 5)
- altered Memorandum of Association
- altered Article of Association
- Declaration by Directors with respect to deposits, debentures etc.
Step - 8: Upon
approval of application (Form INC-24) by ROC, ROC will issue a fresh
certificate of Incorporation.
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