INTRODUCTION

Name of a Company is the identity by which it is known to the world. In this fast moving and competitive world, where the trend changes in every second, it is difficult for a business to survive and stand with the age old traditional names and brands. Companies change its name, brand name as per the latest trend and taste of its consumer and audience in order to maintain their stake and control in the market. Before we proceed towards the procedure, we need to look after the reason behind change of Company name.

The reason for Company name change or for adopting new company name can be as follows:

⦁ Marketing Strategy or Marketing Plan: Sometime traditional Company name are out of trend. To attract more young and demanding consumers and give competition to the upcoming product, Change of Company name idea may be prove very fruitful for the business expansion.

⦁ Change of Management: In case of change of management of the Company, the new management may decide to carry on the business with a new creative business name ideas. With mutual consent of the management, the company may pursue to register company name as per their strategy.

⦁ To align with the objects of the Company: The Company may pursue other objects and which may not resemble its existing name. This could also be the reason for change of name and search for new company name.

⦁ To create new brand name: To create new brand names with the same product, the Board may decide to change the name of the Company and look for firm names .

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To change Company name, a proper legal procedure for change of name under new Companies Act, 2013 and the rules and amendment made thereunder is to be followed. However, the practical aspects differ from the theoretical knowledge, hence light is to be also thrown on practical aspect. And the Company has a lot of compliances for change of name. Here we can categorise the process of change of name into three classes:

⦁ Legal Process

⦁ Practical process till change of name

⦁ Post name change process

 

LEGAL PROCEDURE

Section 13 and 14 of the Companies Act, 2013 deals with alteration of Memorandum of Articles (MOA) and Articles of Association (AOA). Change of name of the company will result in alteration of MOA and AOA. Being charter documents, alteration of MOA and AOA of the company can only be made by passing special resolution (i.e. approval with more than 75% vote in favour of the resolution) in General Meeting. But before calling a General meeting, the Board needs to ensure that the precious time of the shareholder and cost involved in the meeting is not wasted. Therefore, the Board shall conduct a meeting to file name application with the Central Registration Centre (CRC) for approval. Once the name is approved, the General meeting will be called for alteration of name clause.

A company shall, in relation to any alteration of its memorandum of association, file with the Registrar:

⦁ the special resolution passed by the company in e-Form MGT-14 and

⦁ the approval of the Central Government in e-Form INC-24

Within 30 days of passing Special Resolution, under Companies Act 2013. A new Certificate of Incorporation (COI) in Form INC-25 shall be issued to the company consequent upon change of name.

However, the following Companies are not allowed to file application for change of name:

⦁ which defaulted in filing it 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.

 

PRACTICAL PROCESS FOR CHANGE OF NAME OF COMPANY

⦁ Convene Board Meeting: The Board Meeting shall be convened to finalise unique company names list which is to be file for approval. Maximum 2 names can be filed at a time through RUN portal for adopting new business name. The Board meeting is to be convened as per Secretarial Standards. Notice and agenda to be circulated at least 7 days before the meeting. However, in case the period of intimation is less than 7 days, approval for shorter notice is to be obtained.

⦁ Get the proposed name be approved through RUN: Login to MCA site. File Run form with the following details:

0. CIN of the existing Company,

1. the Comment for name change

2. attach Board Resolution and any other letter/document as 1 single file of size not exceeding 6mb and

3. Make the payment.

0) Convene Board Meeting: After getting approval from the concern ministry i.e. Central Registration Centre under the Ministry of Corporate Affairs, the Board of Director of the Company would be require to issue notice to call an Extra Ordinary General Meeting by giving at least 21 clear days notice. Further, General Meeting is called under a shorter notice, then obtain shorter consent from not less than 95% of shareholder of total paid up capital. Further the name approved by the MCA shall be reserved for the period of 60 days.

1) Convene the General Meeting: Convene General meeting as per provision of Secretarial Standard. Take necessary approval from Members by passing Special Resolution.

2) File e-Form MGT-14: Form is to be filled with the following documents as attachments:

0. Certified true Copy of the Special resolution passed for change of name of the company at the EGM along with Explanatory statement,

1. Revised MOA with altered name clause

2. Revised AOA with altered name clause and

3. Any other document such as approval/ NOC, if any.

0) File E-Form INC-24: Attach minutes of the General Meeting and any other necessary document, if required in the form. Only SRN of MGT-14 is required. Do not wait for approval of MGT-14.

1) Once INC-24 is approved, new COI will be issued.

POST NAME CHANGE

⦁ File TAN Change application for change of name on TAN Number.

⦁ File PAN change application for change of name on PAN. Only name will be updated on card, no change in PAN of the applicant.

⦁ File documents for change of name with updated PAN, Certificate of Incorporation and other KYC documents with relevant banks and other authorities as may be required to update the name of the Company

The procedure to change name of Company is very simple and easy only if all the documents filled are correct, legible and prepared in accordance with law. Therefore, it is of utmost important to follow the procedure step by step to avoid hassle. For more information and clarification stay connected with us at info@theaccountmasters.com

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