CHANGING NAME OF A REGISTERED COMPANY

CHANGE IN NAME

Changing the name of a Company amounts to a significant alteration since Memorandum of Association and Articles of Association need to be altered and the approval of members is required.

The name of a company can be changed by a Special Resolution and with the written approval of the Central Government. Approval of the Central Government is not necessary if the change relates to the addition/deletion of the word ‘private’ to the name.

Form MGT 14 shall be filed to the ROC within 30 days of passing the special resolution.

It may be noted that the change of name shall not be allowed to a company which has not filed Annual Returns or Financial Statements due for filing with the ROC or which has failed to 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, as the case may be.

Any change in the name shall be subject to the following:

1. The name of a company shall not be identical with or too nearly resembles the name of an existing company. It further provides that no company shall have a name which is undesirable (in the opinion of Central Government). The name should not be such that its use by the company will constitute an offence under any law.
2. Unless the previous approval of the Central Government is obtained, a company shall not have a name which contains any word or expression which suggest of any connection with Government or of State Patronage or which contain such word or expression, as may be prescribed.

Procedure for Change of Name of a Company:

1. A Board Meeting shall be convened to consider a new name for the Company
2. Reservation of New name
3. On confirmation from Registrar of Companies, a Board Meeting is held to:

• Note down the new name;
• Decide the day, date, time and venue of General Meeting
• Approve the Notice of General Meeting
• Authorize the Company Secretary or any Director to issue the notice of General Meeting

4. Issue the notice of General Meeting to all members, auditors and directors at least 21 clear days before the date of General Meeting.
5. Listed Companies are required to send 3 copies of notice of general meeting to the Stock Exchange(s) where the securities are listed.
6. Hold the meeting and pass the Special Resolution.
7. Special Resolution and Explanatory Statement thereto shall be filed with ROC within 30 days of passing of Special Resolution in eForm MGT-14
8. An application for change in name shall also be made to Central Government (ROC) in eForm INC-24 after filing eForm MGT-14
9. Application to be made to Registrar of Companies for issue of fresh/revised Certificate of Incorporation.
10. Company is required to make necessary changes in the MOA and AOA.