As per Section 13 of the Companies Act of 2013, a company has the right to change its name anytime by passing a special resolution in a general meeting with all directors and shareholders and by getting approval from the Central Government. Changing the company name comes to a substantial alteration in all your documents including the Memorandum of Association and Articles of Association of the company, have to be changed.
Stepwise procedure to change the name of the company
- Passing board resolution after holding a meeting with the Board of Directors of the company
- Checking the availability of the name
- Passing Special Resolution
- Filing an Application to Registrar
- Forms preparation and filing on the MCA portal
- Incorporating company name in MoA and AoA
Step 1 – Passing board resolution
After deciding to change the name of the company, the company should hold a general meeting with the board of directors to discuss and pass the necessary resolution to change the company name. The board of directors considers and finalizes the new name for the company. Once authorization of the name is done by the Directors, the company has to check the availability of the new name with MCA. Also, the company should call the Extra-Ordinary General Meeting to pass a special resolution.
Step 2 – Checking the availability of the new name
The authorized director of the company or company secretary has to apply in form INC-1 to MCA to check the availability of the name and to get approval. You have to follow the same process as the process that you followed at the time of initial name approval. The Registrar will issue a letter stating that the status of the name availability. Note that this letter is not the final approval of the new name, it is just a confirmation that the name which you have proposed is available. Make sure that the proposed name shouldn’t be the same as any existing company name, and it shouldn’t hold the word “state.” Other rules and conditions are the same as you had at the time of your initial name approval.
Step 3 – Passing Special Resolution
Once the new name of the company is reserved by the RoC, the company should hold an extraordinary general meeting (EGM) with directors, and members of the company to pass the necessary special resolution. This extraordinary general meeting is to make a special resolution to change the name of the company and to make the needed alterations in the Company’s Memorandum of Association and Articles of Association.
Step 4 – Applying to Registrar
After making the special resolution, the same has to be filed with RoC within a month or 30 days of passing the resolution with ROC on the MCA portal. Along with this resolution, Form MGT-14 has to be filed which holds the details about special resolution.
Mentioned below are the documents which have to be submitted with MGT-14:
- Certified copy of Special Resolution,
- Notice of Extraordinary General Meeting,
- Explanatory statement for Extraordinary General Meeting,
- Memorandum of Association (Altered)
- Articles of Association (Altered)
After submitting MGT-14, the company has to file INC-24 with the RoC to get approval for the name change from the central government along with the prescribed fee. Following are the documents that have to be submitted with e-form INC-24
- A copy of the Minutes of the Extra-ordinary general meeting of the company
- Notice of Extraordinary General Meeting,
- Copy of Special Resolution
- Copy of altered MOA and AOA of the company
In INC-24, reasons for the name change of your company, information about the members who attended the Extraordinary General Meeting like count of members and so on, details on number of members who voted in favor/ against the resolution, and the percentage of shareholding also mentioned.
Step 5 – Forms preparation and filing on the MCA portal
Along with all the required documents, the company needs to prepare e-forms MGT-14 and INC-24. You can download these e-forms from the MCA Portal and enter all the required information. Following are the information required to be filled in e-form MGT-14:
- Enter the CIN of the company and fill in all the details
- Select the column of registration of Resolution
- Enter the needed details of the date of dispatch of the notice of Extraordinary General Meeting and the date on which the resolution passed
- Fill in the details of the resolution passed – Relevant section, purpose or the reason and subject matter for the resolution;
- Select the authority passing the resolution and the type of resolution (ordinary or special)
- Attach the needed documents
- Affix the Digital signature (DSC) of the directors of the company and get it certified by Practicing CA OR Practicing CS (CS) OR Practicing CMA
- Pre-inspect the e-form thoroughly and upload the e-form on the MCA portal.
After getting the approval of e-form MGT-14 by ROC, the next step is to prepare e-form INC-24 to get a new certificate of incorporation with the new company name form INC-25.
Preparation of e-form INC-24:
- Fill in the CIN of the company and fill in all the needed details
- Fill in the Service request number (SRN) of RUN filed with ROC to approve the new name of the company
- The reason for the change of name of the company (briefly)
- Enter the Service request number (SRN) of e-form MGT-14 filed with ROC, the date on which the resolution passed, and the date of filing of e-form MGT-14
- Enter the name of the company as shown in the Certificate of incorporation
- Enter the following details
- Number of members present at the meeting when the special resolution was passed and the number of shares maintained by them,
- Number of members who voted in favor of special resolution and their shares details
- A number of members voted against the special resolution and their share details
- A number of members refrained from voting and their shared details
- Attach all the needed documents
- Affixed Digital signature (DSC) of the directors of the company;
- Pre-inspect the e-form properly and upload the e-form on the MCA portal.
Step 6 – Incorporating company name in MoA and AoA
Once you upload the e-form INC-24, ROC will verify the e-form and all the requirements that are complied with and the conditions applicable for the name change, if everything is satisfied, e-form INC-24 will be approved, and a new certificate of incorporation in form INC-25 will be issued. After receiving the new certificate of incorporation with the new name, the company name must be altered or changed in all the copies of MOA and AOA. And that’s it, your company gets its new name.
