As a result of changing a company’s name, it constitutes a significant alteration since the Memorandum of Association as well as the Articles of Association must be changed as well. According to Section 13 of the Companies Act 2013, a company may change its name by passing a special resolution in a general meeting and receiving approval from the central government.
A step-by-step guide to changing the name of a private limited company is given below, so you can follow them along:
When Partners Agree to a Board Resolution
- In order to pass a resolution to change the name of the company, a board meeting will need to be called. The board of directors will be discussing and approving the change of name during this meeting, authorizing a director or a company representative to contact MCA to verify availability of the name, and calling an Extraordinary General Meeting to pass a special resolution to change the company’s name.
- This process is identical to the process adopted at the time of initial name approval, where the authorized director or company secretary will fill out form INC-1 and submit it to MCA for the purpose of checking and approving the Change Company Name Online
- There will be an official letter from RoC confirming that the proposed name is available. RoC will communicate this only if it confirms that the proposed name is available, not if it approves it.
- There are other conditions present in this instance as well, including that the proposed name must not be similar to another existing company name or contain the word ‘state’.
Solving a special problem
It should be called for an extraordinary general meeting as soon as the name is approved by the MCA. A special resolution will be passed to change the name as well as amend the Memorandum and Articles of Association.
There will be a special resolution that needs to be filed with RoC within 30 days of passing the resolution. In addition to it, Form MGT-14 needs to be filed along with it, which contains the details about the special resolution. The following documents will also be filed with MGT-14:
- Please find attached a copy of the Special Resolution that has been certified.
- A notice of the EGM has been published,
- A statement explaining why the EGM is being held,
- ABORTION OF THE MEMORABILIA OF ASSOCIATION
- Amendment to the bylaws of the association
A company must file INC-24 with the RoC after filing MGT-14 to apply for central government approval for a name change along with the prescribed fee.
As INC-24 requires the SRN of MGT-14 to be filed with the RoC, it will be filed after MGT-14 is filed. The SRN of INC-1 also needs to be mentioned on INC-24. Along with INC-24, it is also necessary to submit a copy of the minutes from the Extra-Ordinary General Meeting where the special resolution was passed, as well as INC-24.
There are also details in INC-24 about the reasons for the name change, the number of members who attended the EGM, the number of members who voted in favor/against the resolution, and the percentage of shares held by each member.