In order to process the change in the name of the company, every company is required to alter its memorandum of association. Further, to make the alteration in the MOA approval of the shareholders must be taken through passing the special resolution.
While getting a name of the company registered utmost care is taken by the promoters as it is one of the most crucial decisions. However, certain circumstances may arise wherein the company may require changing its name. The reasons may be the change of objective of the business, change of management, rebranding, etc. In order to change the name of the company the procedure as specified in Companies Act 2013 must be followed. The most crucial requirement for changing the name of the company is making amendment in the memorandum of association.
Procedure of change of the name of the company
Conducting Board Meeting
Approval of board of directors must be taken to process the change of the name of the company. Proper board meeting must be called for approval of the change in name. 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.
In order to conduct a board meeting, a proper notice must be given to directors at least 7 prior to the 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.
Making an application for reservation of name
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
After receiving the approval from the registrar of companies an extraordinary general meeting must be conducted to ensure that the change is accepted by the board. The 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
The form MGT-14 containing the details of the special resolution passed at the EGM along with the special resolution shall be filed with the Registrar within 30 days of passing the resolution.
After filing the special resolution in MGT-14 the company needs to file an application for change of name of the company with the Central Government in Form INC-24 along with the requisite fee.
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.