A private limited company can change its name for a number of reasons like change in ownership, object clause, re-branding etc.
Whatever is the reason for change in name of your private limited company, you need to follow below procedures to get it done.
In order to change company name, e-form 1 is required to be filed first with state ROC for approval.
Before processing e-form INC-1 for approval, company has to first pass a board resolution to obtain approval of new company name by authorizing a director or company secretary to make an application on behalf of the company (Specimen copy of Board resolution provided at the end of the article).
At the same board meeting, a resolution to convey an extraordinary general meeting to change the company name, alternation of the memorandum of association and articles of association can also be passed.
Once the board resolution is passed, the authorized director can file e-form INC-1 with ROC by attaching certified true copy of the board resolution.
After getting name approval email from ROC, company is required to conduct an extraordinary general meeting to get shareholder’s approval through a special resolution for change of the private limited company’s name and changes to MOA and AOA.
The notice for EGM will be accompanied by an explanatory statement detailing the reasons for change in name.
After passing the special resolution in the extra ordinary general meeting, the authorised director is required to file MGT-14 within 30days of passing the special resolution.
After filing e-form MGT-14, authorized director is required to file e-form INC-24 to give effect to change in name. Please remember to file e-form MGT-14 first as you are required to enter SRN of MGT-14 and SRN of INC-1 while filing INC-24.
While filing MGT-14, you are required to attach following documents;
- Certified true copy of the special resolution
- Notice of EGM
- Explanatory statement
- Altered MOA
- Altered AOA
While filing INC-24, you are required to attach certified true copy of minutes of the general meeting of the members where the special resolution was passed for change of name of the company. If any approval has been obtained from government authorities like RBI, IRDA, SEBI etc then copy of the approval order has to be attached.
If change of name is due to change in main activity of the company, a certificate from chartered accountant regarding turnover details from new activity should be enclosed with e-form INC-24.
If the registrar is satisfied a new certificate of incorporation with the changed name will be issued to the applicant.
After the change in name, company is required to incorporate such changes in memorandum of association, article of association and in all other documents.
As per rule 29, a private limited company shall not be allowed to change its name if it has defaulted in filing its Annual Returns or financial statements or any document due for filing with the Registrar of companies or which has defaulted in repayment of matured deposits or debentures or interest on deposits or debentures.
Specimen copy of Board resolution for change in company name
RESOLVED THAT pursuant to the provisions of section 13 and other applicable provisions of the Companies Act, 2013 if any and the rules framed there under, and subject to the approval of the Registrar of Companies and the approval of the members, the consent of the board be and is hereby accorded to change the name of the company from _______________ to ________________ or any other name as may be approved by the Registrar.
FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Mr XYZ, Director of the Company be and is hereby authorized, on behalf of the Company, to make an application to the MCA for ascertaining availability of proposed name and 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, e-forms for the purpose of giving effect to the aforesaid resolution.
Specimen copy of Special resolution for change in company name
“RESOLVED THAT pursuant to the provisions of section 13 and other applicable provisions of the Companies Act, 2013 if any and the rules framed there under, and subject to the approval of the Registrar of Companies, the consent of members be and is hereby accorded to change the name of the company from _______________ to __________________.
“RESOLVED FURTHER THAT Clause I of the Memorandum of Association of the Company be substituted by the following:
‘The Name of the company is _____________________Private Limited”.
RESOLVED FURTHER THAT Mr. XYZ, Director of the Company be & is hereby authorised on behalf of the Company, to prepare, sign, execute, file & submit all necessary E-forms, applications, documents & returns with Registrar of Companies, Ministry of Corporate of Affairs and to do all acts, deeds & things as may deem necessary, proper or desirable for the purpose of giving effect to above resolution.