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04
Jan
18
How to Change the Name of a Private Limited Company

How to Change the Name of a Private Limited Company

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The name is the sole identity of any form of the company be it the private limited company or public company.  Many times due to the expansion of the activities of the company it may require bringing changes in the name. However, changing the name of the private limited company has no impact on its legal entity or its existence as a corporate entity. It will not result in the creation of a new company or entity.  Thus the change in the name would in no way affects the rights or obligations of the previous company name, render any legal proceeding by or against the company defective, the pending proceeding will not be affected and can continue the proceeding with the old. Following is the procedure to change the name of the company-

Conducting Board Meeting

The first step to be taken for changing the name of the company is to take the approval of the board of directors in the duly convened meeting of the board. The agenda of the board meeting will be to approve the change in name, to apply for name availability to the Registrar and then to call an EGM to get the shareholder’s approval for change in name.

7 days prior notice must be given to all the directors for conducting a proper meeting.  At the board meetings, two resolutions must be passed one for authorizing the Board of Directors of the Company to make an application to the Registrar of Companies for the reservation of the new name. Secondly, the Board has to pass a No Objection Resolution approving the newly proposed name.

Checking name availability and making an application for reservation of name

Before applying for any name the name availability with the MCA & Trademark shall be checked. After making a proper search a name must be chosen. Further, the company secretary or the director of the company is required to make a name availability application to the jurisdictional ROC in form INC-1. Form INC-1 shall be accompanied by the board resolution at the meeting.

After receiving the application, if the Registrar of Companies finds the newly proposed name eligible and in compliance with the law then it may reserve the available name for a period of sixty days from the date of the application.

Conducting extraordinary general meeting

As soon as the approval from the registrar of companies is received an extraordinary general meeting must be conducted to ensure that the change is accepted by the board. In order to conduct an EGM, a proper notice regarding this meeting must be sent not less than twenty-one days prior to the date of the meeting. The notice must be given in writing or through electronic mode to every member of the company, the auditor or auditors of the company and every director of the company at their registered address by hand delivery, post or electronic means. An explanatory statement specifying the business to be transacted at the meeting has to be annexed to the notice.  Further, a minimum of 2 members should be present for the EGM to be valid.

Filing forms with the registrar of companies

After passing the resolution regarding the name change the company is required to file the details of the special resolution passed at the EGM along with the special resolution in the form MGT-14 within 30 days of passing the resolution.

Further, the company must also submit form INC-24 to obtain approval from the Central Government for the change of company’s name within 30 days of the passing of the special resolution.

Registration of the name of the company

When the Registrar of Companies gets satisfied with the company’s name change application, the Registrar would issue a new certificate of incorporation. It is important to note that the company name change is said to be complete and effective on issuance of new incorporation certificate by the Registrar of Companies.

Amending Memorandum of association and Article of association

After receiving the new certificate of incorporation relevant steps shall be taken to amend the MOA and AOA.

 

 

 

 

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