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Change Of Name

Starts from Rs. 8999/-

 

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Change of Name

Starts from Rs. 8,999/-

Changing company names amounts to a big alteration since Memorandum of Association and Articles of Association got to be altered. As per Section 13 of the businesses Act 2013, a corporation may change its name by passing a special resolution generally meeting and receiving approval from the Central Government.

Concept of Change of Name of the corporate

In today’s era, a definite name not only acts because the building block for a company’s existence but also helps in maintaining the status of a separate legal entity. during a Memorandum of Association (MOA), the primary clause deals with the name of the Ltd. , from which it’s recognized within the property right .

In the global business market, compromise, arrangements and restructuring play an important role in satisfying the changing business needs by mixing the strengths of two or more companies. Therefore, businesses must embrace changes to sustain within the corporate sector; otherwise,they would not only lose the competitive edge but would fail to satisfy the requirements of their loyal customers also .

The term“change” denotes the change within the company’s name or change in activities. a corporation must obtain the prior consent of its shareholder within the general meeting before undertaking the method of any change.

As per Section 13 of the businesses Act, 2013, a corporation must obtain the prior consent of its shareholders by passing a special resolution within the General Meeting. then , it must alter its MOA (Memorandum of Association) to undergo the method of change of name of the corporate .

Provisions Applicable to the Change of Name of the corporate

The provisions of the businesses Act, 2013, applicable to the procedure for change of the name of the corporate are often summarized as:

1. Section 13 (2) and (6):

a corporation is eligible to vary its name by passing an SR (Special Resolution) within the general meeting and under the written permission of the Central Government. However, the said consent isn’t needed during the conversion of personal limited to public limited and vice-versa, or if the said change relates to the addition or deletion of the words ‘Private’ to the name.

2. Section 13 (3):

When a corporation decides to vary or modify its name under section 13(2) of the businesses Act, 2013, the ROC (Registrar of Companies) must replace the old name of the corporate with the new one in its Register. Besides this, the ROC also must issue a replacement COI (Certificate of Incorporation) with the new name. It shall be significant to notice that such changes within the company’s name are ineffective and incomplete until the Registrar issues a fresh COI.

3. Section 4 (2):

As per section 4 (2) of the businesses Act, 2013 [1] , a corporation must lookout of following things while changing the name of the company:

* The name of the corporate laid out in the memorandum of association shall not be indistinguishable or identical from the name of an already existing company, registered under the provisions of the businesses Act, 2013;

* The name of the corporate must not be undesirable or of offensive character within the opinion of the Central Government.

4. Section 4 (3):

As per this section, a corporation isn’t allowed to be registered with a reputation that has an expression or word, that indicates a corporation is associated or has the patronage of the central government/ government / agency or the other body formed by central or state government. Further, a corporation isn’t allowed to use any word or expression in its name that it either requires prior approval from the govt or is restricted by the Central Government.

Procedure for the Change of Name of the corporate

The procedure for the change of name of the corporate are often summarised as:

1. Hold a Board Meeting:

the administrators of the corporate must hold a committee meeting for passing a board resolution for changing of the name of the corporate and authorising the Director or Company Secretary, to file an application to for the supply of the name proposed. Further, the administrators also can pass a resolution to carry an EGM for the needs as follows:

* To modify the name within the AOA and MOA of the company;

* To take approval from the Shareholders for the method of change of name of the corporate .

2. File E-Form RUN:

 the administrators of the corporate Secretary must file an application with the MCA along side the copy of the resolution passed to verify the supply of the proposed name.Further, the proposed name can easily be reserved by filling an E-Form RUN (Reserve Unique Name) available on the MCA portal [3] .

3. Name of Approval Certificate:

the corporate must obtain a reputation approval certificate from the ROC (Registrar of Companies) for the proposed name. If just in case , an objection is raised by the Registrar of Companies within the proposed name, then another chance of re-submission are going to be granted to the corporate for filing that RUN form.

4. Convene an EGM:

To pass an SR (Special resolution) for changing the corporate name, the administrators got to hold an EGM (Extraordinary General Meeting) after receiving the approval certificate from the ROC. during this meeting, the administrators shall decide about the effect of the name change on the company’s AOA and MOA also . This step is governed and controlled by section 13(1), Section 13(2), Section 14 and Section 5(3) of the businesses Act, 2013.

5. Filing of Special Resolution with the Registrar:

Next, the administrators of the corporate got to file the documents with the ROC (Registrar of Companies) as follows:

  1. Form MGT – 14: a replica of the special resolution (SR) gone by the corporate within the Extraordinary General Meeting under section 13 (1) in Form MGT-14.
  2. Form INC- 24:Application made in Form INC- 24 along side the fees for change of name of the corporate . Further, the administrators got to attach the documents with Form INC- 24 as follows:

* Notice of the meeting along side Explanatory Statements;

* A duly certified copy of the minutes of the EGM (General Meeting) held among the members to pass the special resolution for the company’s name change;

* A copy of the Altered MOA and AOA;

6. Obtaining a replacement Certificate of Incorporation:

Lastly, the Registrar of Companies will issue a replacement COI (Certificate of Incorporation) to the corporate in Form INC-25 after its name change.

PROCDURE

Frequently Asked Questions

Ans: the subsequent eforms got to be filed:

  1. the prevailing company must reserve the name through ‘RUN’.
  2. After the name is approved, MGT-14 (necessary resolution for alteration of Memorandum of Association and Articles of Association (MOA and AOA) must be filed.
  3. E-Form INC-24 (Application for approval of Central Government for change of name) must be filed.to give effect to vary in name only .

Ans: Change of Name by Shareholders (Voluntary);

 Change of Name thanks to order of the Central Government.

Ans: The change of name shall not be allowed to a corporation which: –

  1. has not filed annual returns or financial statements;
  2. has did not pay or repay matured deposits or debentures or interest thereon.

However, the change of name shall be allowed upon filing necessary documents or payment or repayment of matured deposits or debentures or interest thereon because the case could also be .

Ans: When Central Government is in opinion that the name is identical with or too nearly resembles the name of: –

  1. Existing Company;
  2. on an application by a registered proprietor of a trade mark that the name is identical with or too nearly resembles to his registered trade mark.

Ans: it’ll not affect Rights and Liabilities of the Company;

It will not render any legal proceedings defective by or against it;

Company Shall have right to execute decree in new name;

Former name should be painted, printed or affixed for two (Two) Years in letter head, bills and official publication etc.